Uncanny X Men Volume 1
by comicbookfan23
Summary: AU - Earth-1232 - Issue 3: Professor X detects a rather significant mutant within Coney Island, and sends the X-Men on a recruitment mission. So what do you think happens when this mutant gets to the mansion and refuses his offer to join the X-Men? R&R!
1. Team Roster

**The X-Men Roster**:

**Professor X **AKA **Professor Charles Xavier **- The founder and leader of the mutant superhero group soon to be known to the world as **The X-Men**, Xavier is also paraplegic, although his body houses one of the world's most powerful mutant minds, yet no-one else knows this except for the X-Men. As a high-level telepath, Xavier can read, control and influence human minds amongst other things. A scientific genius, he is also a leading authority on genetics, mutation, and telepathic abilities.

**Cyclops** AKA **Scott Summers** - The first member and Field Leader of **The X-Men**, Cyclops produces constant powerful "optic blasts" from his eyes, forcing him to wear specialized glasses at all times and a specialized ruby quartz visor whenever he's training or out in the field.

**Iceman** AKA **Robert "Bobby" Drake** - The second to be recruited into **The** **X-Men**, Iceman has the ability of cryokinesis in which he can freeze anything around him and can also turn his body into ice. He's also now able to form a great variety of solid ice constructs including, but not limiting to, projectiles, shields, baseball bats, etc. He's also the most "mischievous" out of the group.

**Angel** AKA **Warren Worthington III** - Angel possesses a pair of large feathered wings extending from his back which enable him to fly. He's also heir to his father's multi-billion dollar business, Worthington Industries and, because of it, finds himself to be quite the "playboy". He is the third to join **The X-Men**.

**Beast** AKA **Henry "Hank" McCoy** - The fourth to join the superhero group, Beast possesses ape-like superhuman strength and agility as well as oversized hands and feet, though he otherwise appears to be a normal human being. He's also shown to have a genius-level intellect and an interest in a variety of scientific subjects.

**Marvel Girl** AKA **Jean Grey** - Last but certainly not least, Marvel Girl is the fifth member of **The X-Men** and the only female, at least for now. She's a telekinetic; possessing the cerebral ability to lift and manipulate objects with her mind. At her limit, she's able to lift weights up to the size of a standard car, but at such a mass she can only sustain it for a few seconds before it becomes too much for her.


	2. Enter Magneto!

Enemies**: **

**Magneto** AKA **Erik Magnus Lehnsherr** - A powerful mutant with the ability to generate and control electromagnetic forces which enables him to accomplish many feats such as creating force-fields, projecting powerful magnetic force-bolts and the ability to fly. He also has a genius-level intellect.

Cameos:

**Spider-Man** AKA **Peter Benjamin Parker** - An ordinary teenager, around the same age as **The X-Men**, Spider-Man has the ability to cling to walls, has superhuman physical attributes, can shoot spider-webs using devices of his own inventions he calls "web-shooters", and can react to danger quickly with his "spider-sense". He also very smart for his age.

**Captain George Stacy** - A police captain and father of Gwen Stacy, he often sees Spider-Man in action, or the results of his work, and thus truly believes him to be a hero, albeit one operating outside of the law. He's also young, athletic and good with firearms.

* * *

**Issue 1**

A lonely taxi with a single passenger sitting in the back with her hands in her lap was steadily driving down the long stretch of road which led to 1407 Graymalkin Lane, just outside of Salem Center, Westchester County, New York. As it drove up a small hill, she could see the sprawling mansion, in the distance, built behind a brick wall that seemed to surround its entire area. Reaching the wrought-iron gates that led into the mansion, the redhead could see a plaque was erected on a select part of the wall in gold plating with the words: "**Xavier's School for Gifted Youngsters**" inscribed on it. On a side note, she remembered that the mansion was also built near Breakstone Lake, when she could smell the pleasant scent of its refreshing waters clashing with the smell of fresh, clean air devoid of car-smoke and pollution she would've smelt if she was back in the city.

The gates, however, seemed to have a mind of their own as they opened up for the taxi to enter. Living in a world filled with science and technology of all kinds, it didn't come as a surprise to her to find that the mansion was also filled with such things.

Approaching the pillared portico that led to the main entrance, the taxi followed the driveway around until it finally stopped in front of the house. Turning in his seat to look back at the girl, he replied in a gruff but seemingly relaxed voice, "We're finally here. Would you like me to help you with your bags, Miss?"

The redhead, who'd been quiet the entire trip busily pondering about what was in stall for her inside that mansion, turned her head and shook it, smiling as she did, "No, thank you. I'll be alright." She replied in a soft voice that sounded to the man more like an angel than a 16-year-old girl.

Letting herself out the driver, whose name was Tyler which she had heard when one of the operators called to inform him he needed to get to the next town after dropping off his current passenger, popped the trunk via the button next to his seat, and she heaved out her belongings, resting them on either side of her feet.

Once she'd given him the signal that she had everything, he gave her a quick wave of the hand before putting the car into gear, drove around the circled driveway and disappeared past the gates. Spinning on her wedge sandals that she'd chosen to wear for such a beautiful, sunny day, the redhead walked up the few stone steps before heading through the portico and up to the large doors that resembled the mansion's main entrance.

Noticing that she had forgotten that her belongings was still sitting on the driveway, she turned back and stared at them. In an instant the leather bags floated effortlessly into the air before landing about a foot behind her.

Oh, don't worry. The place was certainly not haunted by ghosts or ghouls. No, it was far more than that. This place was Xavier's School for Gifted Youngsters and what it meant by "Gifted" was the fact that the students who resided here, were in fact born with an "X-gene" if you will, which gave them each their extraordinary powers the world had ever seen which manifested in their early teens. Xavier's School, as well as teach them ordinary subjects like Maths, Science and English, among others, would also teach them how to utilize and control their powers so they wouldn't be a danger to themselves or anyone else for that matter.

As the redhead raised her finger up to push the doorbell, she knew instantly she would be leaving her old life behind and would be starting afresh alongside others so like herself.

For she was Jean Grey, youngest daughter of Professor John and Mrs. Elaine Grey, and she was a mutant, a human being who was born with genetic modifications that allow for abilities not possessed by normal humans. She possessed the power of telekinesis, the uncanny ability to manipulate and control objects with the power of her mind and, even though she was in control of them now, she was here to learn how to develop it and keep them under her control.

For she did not realize that, in the coming years to come, she would wield the most destructive force the universe had ever seen if she ever stepped over the boundary of self-control…

* * *

Inside the seemingly expansive mansion, in the very subbasements underneath it if you will, the very students, who Jean Grey would be joining very shortly, were busy training in what was to be called the "Danger Room". To the untrained eye, the Danger Room was a featureless room. To those who are (un)fortunate enough to engage its systems, it is the ultimate battle simulator. It employed highly advanced technology funded by the very man who founded the very mansion he and his students reside in.

The Danger Room pitted its opponents, in this case the students, against an array of physical and holographic opponents that tested a trainees' mastery over their mutant powers to peak endurance. Housed above it with a glass floor to observe the training was the Control Room, where everything was programmed.

Inside the Control Room, observing the training below, was the very man who orchestrated all of this. Sitting in his wheelchair, in a rather fetching suit, one you'd see someone like Tony Stark wearing, the man leant his elbows on his knees, his index fingers pressed firmly against his lips as he watched his students perform.

He was Professor Charles Xavier, also known by the name **Professor X** by his students. A Professor of Genetics, Biophysics and Psychology, and, like his students and Jean, he was also a mutant. He was born with the power of telepathy, the ability to read others' minds, communicate mentally and other such psychic feats. They emerged when he was still a boy but given time, he learned to control them remarkably well. However, pursuant to this, at 16 he started to lose his blond hair until eventually he was left bald and has been ever since.

Now, he was training these teenagers to learn how to control and utilize their powers for humanity's benefit. The first one he asked to join his "School for Gifted Youngsters" was Scott Summers. He possessed the mutant ability to project a powerful beam of concussive, ruby-coloured force from his eyes. Problem was, he had no control over it and must wear his ruby-quartz glasses at all times. At the moment, he was wearing his battle visor, made especially by Xavier himself. For this particular reason, his codename was **Cyclops**.

Next was Robert "Bobby" Drake, the youngest of the group and with a "bold" personality, he has the ability of cryokinesis where he can freeze anything around him and can also turn his body into ice. **Iceman** was his codename.

Then there was the flying wonder who went by the codename **Angel**. Real name Warren Worthington III, he discovered his ability to fly when his feathered wings sprouted from his back at puberty. Soon afterward Warren became the Avenging Angel, a vigilante superhero, until Professor X took notice and asked him in person if he'd like to join his school. Warren gladly accepted.

And lastly, there was Henry "Hank" McCoy. When he was born, Hank McCoy looked entirely human except for his enormous hands and feet. In college, he became a football star, nicknamed "The Beast" for his amazing apelike agility. His growing fame brought him to the attention of Charles Xavier, making him his fourth recruit and using his famed nickname as his codename, **Beast**.

The **X-Men**, who Professor X had named the team and who were all wearing their black and yellow uniforms he'd established for use in training and field situations, were halfway through their session and seemed to be passing with flying colours. For this particular training session, they were using the physical wherewithal of the Danger Room; as they were up against metallic flying spheres, tentacles, death-traps (yet non-threatening) and laser cannons (which would only stun them if they were hit).

Angel, seeing as he was the only flier in the group, was busy dodging the metallic spheres with the use of his aerial manoeuvrability as they soar toward him one-by-one. Beast, Cyclops and Iceman were taking care of the tentacles and laser cannons on ground level, occasionally watching out for the death drops that could appear out of nowhere.

"Okay X-Men! Spread out! We're easy targets if we stick together!" Cyclops commanded, lifting his hand up to his visor and pressing one of the studs on its side, releasing a heatless beam of concussive force that completely destroyed one of the laser cannons that was firing upon them. The other two quickly dodged out of the way of the other cannons' fire, just as Cyclops did, so they wouldn't get hit and be eliminated from the test.

Iceman, whose body was sheathed in ice after learning how to after weeks of training, created an ice shield in front of himself to absorb the cannons' fire. Using its protection he turned himself around, ice-blasting several of the incoming tentacles that tried to take him by surprise. They fell to the floor, smashing into pieces upon impact, looking like diamonds against the lights of the Danger Room.

"Oh how I love this job!" Iceman expressed contentedly, as he dived out of the way of another cannon's fire and froze it completely with another ice blast.

"Iceman, keep your head in the game! This session's not over yet!" Cyclops pronounced just before unleashing another optic blast that obliterated the cannon that Iceman had just frozen only seconds ago.

"Whatever you say Bossman!" Iceman smirked, heading straight back into the fray.

Meanwhile Beast was using his simian-like strength, dexterity and agility to dodge the cannons' fire whilst taking down the tentacles, ripping them from the very wall as though they were tissue paper. Sparks of electricity seemed to fly around the muscular teenager as he back-flipped away a couple of times, successfully dodging the cannon fire before using the two tentacles in his hands like whips. Once they were lassoed around the firing guns, Beast used all of his strength to rip them from their very posts, crashing to the floor below.

"Rather barbaric but gets the job done all the same," Beast poetically uttered, his blue eyes watching overhead as Angel flew by, followed shortly by the metallic spheres and cannon fire.

"You do what you must to achieve your objective! Watch how I achieve mine!" Angel cried out, successfully dodging the cannon fire as he glided through the air, spinning and twirling elegantly like he'd been doing this his entire life. Coming up to several large metal hoops that erected from beneath the very floor, Angel spotted them just in time and flew right through the middle of them all, wings held in tight for equilibrium. Once he was clear of the hoops, he was vast approaching one of the walls of the Danger Room and with the flying metal spheres hot on his tail, Angel needed to time this right, or he'd surely be put out for the count.

_Alright Warren, this is your moment to shine_, he goaded himself, not wanting to look like a fool in front of the other guys. Slowing down for the metal spheres to catch up, Angel persisted on flying onward until only a couple of feet away and then suddenly turned skyward. The sudden manoeuvre was too quick for the spheres to react and crashed vigorously into the steel wall, causing it to dent in places where they struck.

"Wahoo! Did ya see that Beast?" Angel cheered, flying around just in time to see the muscular mutant effectively dodge a certain cannon's fire before somersaulting into the air, landing safely behind it and ripping it off its post. It fizzed and fuzzed before powering down, Beast dropping it to his side.

"Ah Beast! You didn't watch, did ya?" Angel asked, a little disappointment in his voice that his friend didn't see the fantastic move he'd just performed.

"My apologies, my winged friend. As you can see, I was a little _inattentive_ so to speak, but I couldn't have imagined it anymore than amazing." Beast smirked as Angel patted him on the back, a smirk evident on his face behind the black mask that covered most of the X-Man's head, revealing only his shiny blue eyes and mouth.

The two X-Men spun their heads abruptly to the other two who were busy taking out the last of the cannons and tentacles. Cyclops, with his hand on his visor, pressed the stud in quick succession releasing several optic beams at a time. All hitting the cannons without fail, putting them out of order for good.

Iceman, dodging out of the way of two swinging tentacles, flash-freezing them on the spot before using his hands to crush them into crystal dust. All the training equipment disappeared back into the walls and floors of the Danger Room for repairs. It was now just a featureless room with steel walls and a large door with an X inscribed across it but had no windows.

"**Training Simulation No. 1.5 is complete. All targets neutralized and objectives accomplished**," the Danger Room's synthetic voice authorized, its metallic voice talking out of the intercom.

"Well done, my students. You are really starting to work more as a team than individuals, though there were some…flaws so to speak," Professor X's voice occurred next on the intercom, sounding rather calm, "As such, that's the end of training for today. I'd like you all to hurry to your rooms and get change. I have someone I'd like you all to meet once she arrives. Which won't be long so I suggest you hurry." And with that understood, Professor X reversed his wheelchair from in front of the computer and headed into the elevator that led to the floors of the X-Mansion.

Down below in the Danger Room, all four boys looked at each other with a mixture of wonder and bewilderment as to who this mysterious woman could be.

"And I wonder who that could be?" Iceman asked, more to himself than the others as he relapsed into his human form, "Could he be adding a new member?"

Angel had touched down by now and was walking alongside Iceman and Beast, all talking about the possibilities of who this "she" could be. Cyclops, who had his head hanging, followed shortly behind delved in his own thoughts. Not having a single clue that this "she" was going to change his life…forevermore.

* * *

After waiting patiently for what felt like an hour but was really only 10 minutes, Jean Grey was about to press the doorbell again when the one of the doors opened up to reveal a man in a suit sitting in a wheelchair wearing quite a smart suit. One much like her father would wear whenever he and her mother go out to expensive parties and fancy dinners.

"Good morning, Miss Grey. I surely hope I haven't kept you waiting long?" Professor Xavier asked politely, smiling up at the girl whose red hair glowed with such radiance amid the sunlight that made it looked like it was ablaze. She was wearing a white surplice dress with contrast spaghetti straps, shirred crossover V-neckline and a full gathered skirt. To the Professor she appeared quite delicate, like an antique porcelain doll but he knew in particular that she was far from it.

Jean's smile widened, showing perfect white teeth, as she hooked a strand of hair behind her ear, "Not at all, Professor," she replied simply.

"Please, do come in. I'll have Scott bring in your bags when he and the others arrive," Professor X enunciated civilly, escorting her into the large living room which was decorated with expensive-looking furniture, several paintings of families past hung on numerous places on each of the four walls of the room. A sizeable fireplace made completely out of marble was fixed into the wall facing the doorway, which completed the aristocratic setting of the room.

Moving over to one of the two sofas that sat on either side of the glass coffee table clearly opposite to the fireplace, Professor X urged Jean to take a seat. Jean conforming almost immediately.

"Your home's more beautiful than I could ever have imagined," Jean replied in admiration, her mouth slight agape, her eyes wide with wonder. It didn't look so big from the outside, but once she'd stepped inside, she quickly noticed the apparent change.

Professor X could see the wonder in her bright, green eyes without having to use his telepathy and smiled, "Why thank you Jean. I assure you that, for how ever long you wish to stay with us, I know you're going to be truly happy here." His voice barely a whisper yet loud enough for both of them to hear.

Jean Grey blushed, the light crimson a welcomed addition to her fair complexion, "Thank you again. For accepting me into your school. I can't quite put it into words, but I feel as though I'm meant to be here. Does that sound at all strange, Professor?" She asked, looking to see that the smile on the Professor's face was still beaming at her.

"Not at all, my child." Professor X reassured softly, whom was making his way to the living-room entrance nearest the hallway, "Come. I'd like you to meet the others before we get you settled in."

As if on cue three teenagers, around the same age as Jean, entered from the foyer, all dressed in a casual mix of t-shirts, jeans, shorts, and trainers. The trio stopped dead in their tracks, eyes wide with surprise, all mouths agape as they stared at the sheer beauty that was Jean Grey.

"Whoa," Bobby seemed to be the anyone to utter as the other two continued to stare in silence.

The Professor coughed, "Uh-hum," grabbing their undivided attention, "Now boys, this is Jean Grey and from today, she will be a fellow student here at the Institute." Turning to face Jean, he persisted in introducing her to the others, first to Hank, who stepped forward once Professor gestured to him, "Jean, this is Henry McCoy, who also likes to go by the name "Hank". Because of his uncanny abilities, I have code-named him "Beast"."

What Jean first noticed about Hank as he took her hand into his and kissed it lightly like a gentleman was the sheer size of it. It must have been twice the size of a normal human hand, "It's a pleasure to meet your acquaintance Miss Grey. I can already tell that you're going to be very welcome here."

"Why thank you Hank. It's a pleasure to meet you too and please, call me Jean," she answered softly, as Professor X moved onto the next, "Jean, this is Robert Drake, youngest of my students and goes by the code-name, Iceman."

Bobby saluted, a large grin on his face, "And you can call me Bobby, Jean. I must say this place might pick up a bit now that you've joined us." From the way he was carrying himself, he was obvious to Jean that he was a flirter. And _definitely_ one to watch out for in future, Jean told herself as Professor X began to introduce the last of the trio.

"Last but certainly not least is Angel or rather Warren Worthington III."

Warren, who was definitely a blond, stood up to her, and she could see right into his eyes. Deep Cerulean, as though she was looking into the ocean itself and to her, it was somewhat beautiful to look at.

"It's nice to meet you Jean and don't mind Bobby, he can be a little _much_, if you know what I mean," he smirked, receiving a nod from Jean, signifying that she knew what he was talking about.

"Hey! You can talk Warren! Just because you've got the _looks_ and the _physique_, doesn't mean that every girl you meet falls at your feet!" Bobby expressed irately, crossing his arms over his chest in a huff.

Warren stood back up and smirked at the younger X-Man, "And how do you know I've got the _physique_, Bobby? Been checking me out?" He hinted with his eyebrows, loving how easily he can wind up the youngest X-Man.

"Ha, ha, ha. You're a real laugh riot Warren," Bobby replied sarcastically, Professor X deciding to break them up with a telepathic thought before they were at each other's throats, "_Alright you two, that'll be enough of this foolishness. We're trying to give Jean a good impression of the school and its students, not seeing whose ego is bigger_."

His telepathic voice seemed to boom like thunder inside the minds of the two adolescents as they wince at its intensity before nodding immediately afterward, denoting their understanding and not wanting to anger the Professor.

Just then someone caught Jean's attention as he stood tall behind the other three boys, hands behind his back, his face firm. As though he was standing to attention before his drill sergeant. Jean beamed, finding him quite fetching with his lips in a tight line, his dimples creasing slightly. But what caused her to continue to stare at the teen was the red-coloured shades he wore to hide his eyes. She then started to wonder why he would be wearing them inside the mansion. This was when the Professor came in.

"Jean, I'd like you to meet the last of my students, Scott Summers. I can tell by that look that your probably wondering why he's wearing those glasses."

Jean, watching as Scott stepped forward so she could see him better, nodded at the Professor's correct deduction but before he could continue where he left off, Scott carried on for him, "It's because of my mutant ability. You see Jean, my powers aren't like yours or any others for that matter. You all can conceal your abilities whenever you like but I haven't got that luxury. My powers are continuous and uncontrollable, meaning that I can't simply "turn them off" and I have no control over them whatsoever. So Professor X devised these glasses, made of ruby-quartz, that successfully diffuse my powers," he explained, pointing a finger to his glasses. "I also use a visor whenever I'm training or in the field."

After Scott's explanation of his powers, Jean's smile faltered and her heart sank, "Oh, how terrible it must be for you. And I thought I was having problems with my powers."

"Uh-hum," the Professor coughed to gain their attention, "I'm sorry to intrude but perhaps Scott can tell you more about it later on. For now, I'd like you to demonstrate some of your ability to the students. Show them what you're capable of." The Professor insisted, gesturing her to the middle of the room as though to "take the floor".

Jean, still looking at Scott, eventually turned away and nodded at the Professor, making her way over to the coffee table before spinning round to face them all. She took a moment to take a breath, her hands out by her sides before lifting them out in front of her.

The boys were practically paralyzed on the spot, waiting in pure anticipation to know what mutant power Jean was about to unleash. All was quiet until they heard what sounded like a gentle breeze as the furniture around her started to levitate slowly. There they remained afloat, Jean concentrating hard to keep them there until the pressure and their weight was too much for her, returning them to their original positions.

After what felt like a lifetime one of the boys spoke out, "Wow. That was truly awesome! What _is_ that anyway?" It was Bobby who was asking so enthusiastically, his face full of amazement as she ambled her way back to the teens, feeling a little "light-headed" but smiling all the same.

"I have the power of telekinesis. Basically it means I can move objects with my mind," Jean said simply, shrugging her shoulders as though it was no "biggie".

Professor X then moved forward, gaining their full attention once again, "Thank you Jean for that fantastic demonstration. Now, before you settled in here, I'd just like a moment with you to talk a little bit more about my school." The Professor then gestured toward the sofa that she'd levitated only moments ago.

The boys, having heard this story many times before, decided that it was their time to leave and allow Jean to get acquainted with the school's history. Before he left Scott watched as she took her seat upon the sofa, the Professor settling himself beside the one opposite her. He was surprised when she looked up and waved to him, that smile still formed across her face.

Scott found himself waving back, his dimpled smile forming, before finally departing, picking up her leather bags in each hand and taking them up to her room…

* * *

**New York City, New York**

Meanwhile, while Jean was settling in back at the mansion of the "X-Men", another mutant was about to make himself known to the public, believing that now was the time to show humanity that "Homo-Superior" were the dominant species of the planet.

Garbed in a form-fitting body-suit coloured in crimson along with violet gloves and boots that were accented with crimson bands. Upon his head the mutant wore a helmet, similar to those worn by ancient gladiators with an opening in the front that exposed his face. Around the opening was an ornate violet accent. Centred above the facial opening was an ornate, horn-like ornamentation. The mutant floated effortlessly through the air, on his way to the centre of the city where it was bustling with homo-sapiens, which he liked to refer them as.

Onlookers from all around were staring in amazement and pointing at the floating mutant who continued his flight until he at last stopped outside the Daily Bugle on 39th Street and 2nd Avenue. Knowing full well that he'll get much publicity here. Still afloat high in the air, he turned to face his public, they not able to see his face as it was concealed by shadow, thanks to the bright Sun above.

"Hear me! Your time is at an end! The time for Homo-Superior's upon you all! You humans no longer deserve dominion over the planet Earth! I, the Master of Magnetism, shall show you my power…to make all of you bow down to me, Homo-Superior!" The Master of Magnetism bellowed, his voice seeming to boom all around the area, his eyes crackling with electricity.

The countless bystanders down below stood seemingly paralyzed, not having a clue what to do. If this was the start of a super-villain attack, then surely Spider-Man, The Avengers or the Fantastic Four would come to save the day. Wouldn't they?

The Master of Magnetism, who he so called himself, lifted his arms up into the air and, from that gesture, utilized his mutant ability to manipulate magnetism and all forms of electromagnetic energy. In front of him was a massive billboard of an upcoming film that was advertising its release in a couple of weeks. Pulling it away from its hinges via his magnetic powers, the mutant allowed it to levitate in the air for a few seconds before permitting it to plummet to the ground below.

Citizens right underneath it screamed and scattered in all directions, not wanting to be crushed by it. Next the Master of Magnetism magnetically raised several large objects (an empty bus, a "Woolworths" lorry, and other similar vehicles) off the ground, hearing the whimpers of the humans below wondering what he was going to do next.

"I think you should desist before someone gets hurt. Preferably you because you're wearing such appalling attire," a young voice sounded from behind the Magnetic Master.

The mutant turned to face whoever dared to speak to him like that but was quite astonished at who he saw. Stuck to the point of the Daily Bugle building was the Friendly Neighbourhood Spider-Man, with his arms crossed over his chest. Down below the red-and-blue costumed wall-crawler could hear the cheers from the citizens, chanting his name.

"Hah, hah, hah," the mutant laughed hoarsely, sounding to Spider-Man like those super-villains from the cartoons he used to watch from when he was a kid, "You really think you can stop me? I am Magneto! Master of Magnetism and I cannot be so easily defeated from the likes of you!" Pointing his finger at Spider-Man before allowing the objects he held under his power to drop back to the ground.

Spider-Man would be lying if he said that he wasn't just a little bit intimidated by this guy who called himself "Magneto". He could tell by the way that the guy just radiated power that he wasn't like the Vulture, Dr. Octopus or even Sandman. He was going to have to be real careful going against this guy.

"Come and give me your best shot _Spider-Man_," Magneto coerced the wall-crawler, his arms now crossed over his chest as he waited for the super-hero's first strike, "I'll even allow you to take the first shot." Spider-Man could only see the smarmy expression on Magneto's face as he pondered on how to approach him.

Then it came to him in the shapes of the NYPD, whose squad cars surrounded the area and were now aiming their weapons at Magneto. Spider-Man knew that the bullets wouldn't be able to take down the mutant, but it might give him the chance to take him down while they were keeping him occupied.

"This is Captain George Stacy of the NYPD! Stand down or we'll have no choice but to open fire!" His bellowing voice amplified with one of the department's megaphones.

He was the most noticeable of the countless officers, with pale blond hair that almost looked white and the only one not garbed in a police uniform. Instead Capt. Stacy was dressed in a stylish navy-blue suit with a red tie, with his gold police badge pinned to his left breast pocket. He also carried his own gun, a Glock 17, in his shoulder holster underneath his suit jacket.

"I won't ask you again! Stand down or we WILL open fire! Choice or not!" He replied again, this time backed up by the numerous sounds of the other officers' guns as they clicked off their safeties.

Getting Magneto's full attention now, the magnetic mutant turned in the air to face his challengers who continued to try his patience. His body crackling with electricity, Magneto descended until he landed on the pavement, 10 or so feet away from the officers and Capt. Stacy, before raising his arms out at them.

"You Homo-Sapiens and your guns," he muttered, now utilizing his powers to magnetically manipulate all of their weapons into his control and aim back at their owners, right between the eyes. Arming them, he smirks, confident in his ability and sheer control over them, "Without them you're all simply…powerless, am I right Capt. Stacy?"

Capt. Stacy, like the rest of his officers, was paralyzed to the spot. He didn't like to admit it, but he was scared. Scared that he didn't have a clue what to do or what this "Magneto" guy was up to. He just hoped Spider-Man had a plan to get them all out of there in one piece. Thing was, Capt. Stacy obviously didn't know that he, Spider-Man and his officers, were about to be saved by an unlikely force New York and perhaps the entire world will ever see…

* * *

**Xavier's Institute for Gifted Youngsters, Salem Center, Westchester County, New York**

Once the Professor had told Jean everything she needed to know about himself; the Institute; the classes she'd be taught; the other students; the training of her powers; her and the others' role as an X-Man, he finally excused her to allow her to settle into the place he'd like her to call home from this day forward.

An hour later, she had settled into her room, which was probably two or maybe even three times as big as her own bedroom back home, and was now fitting into her training uniform which Hank had brought up for her, albeit with a flush look on his face.

_Despite his size, he's a pure gentleman at heart_, Jean smiled as she admired herself in the mirror, wearing the costume Professor X had made specifically for her. Just like the others' costumes; a black tight-fitting bodysuit with a yellow strip down the middle (also accentuating the shoulders) which had a black circle over her navel with a thin yellow 'X' over it. However, to make her costume suit her gender, Professor X had added a pair of yellow opera-style gloves and a pair of thigh-high flat boots.

_I look utterly fantastic, even if I do look like something out of a comic book,_ she joked to herself before she was suddenly interrupted by a telepathic thought, commanded by the Professor himself, "_Attention, X-Men! This is Professor Xavier! Report to the War Room at once! There's an important matter I'd like to discuss with all of you!_"

As soon as he'd spoken, he was gone out of her mind just as quickly. Jean was able to think again, her head feeling like a church bell was ringing inside it. A few seconds later there was a soft knock on the door and Jean felt something, like a tingling sensation or butterflies in her stomach, as she softly called out, "Come in."

The door opened, creaking a little, and Scott popped his head, clothed in his uniform. His silver visor glinting in the light, "Err…Jean? Are you about ready? We shouldn't keep the Professor waiting." His voice was soft, gentle yet sounding like any normal 16-year-old boy. He was also looking down at the floor, acting all shy. Jean found it pretty cute and his cheeks were a nice colour of crimson.

"Yeah," she replied, her smile seeming to light up the entire room, "Lead the way."

* * *

Exiting the elevator into the subbasement Jean followed shortly behind Scott to make sure she didn't get lost down there, looking at the interior coloured in metal blue. A few moments later the two came up to a steel, oval door with a 'X' engraved on it, sliding open to reveal a larger room with the same interior as the corridor. There were various computers and monitors around the room, each with their own function. To the X-Men, this was the War Room; a room that monitored news feeds from every news network on television and radio, and scans every known frequency for reports on events occurring around the world. It was also where the X-Men was briefed on their current missions.

As the doors slid shut behind Jean, she turned back to see that Warren, Bobby and Hank were already waiting for the duo, sitting around the table situated in the centre of the room, garbed in their uniforms, with Professor X sitting amiably at the head of it.

"Hello again, Jean. I do hope this isn't _too_ overwhelming for you for your first day as an X-Man?" the Professor asked benevolently, his facial expression clearly showing his concern for his newest recruit.

Jean stood with her hands behind her back, shaking her head, "No, no, not at all. I'm finding it a little exciting if not a little daunting at the same time. If that makes any sense at all?"

Professor X admired her courage, knowing the fact that she was willing to help them on their mission even though she hasn't even trained in the Danger Room yet, "Not at all, my child," the Professor assured her, "What you're feeling now is perfectly natural. Like I said before, it _is_ your first day after all. Oh, and before I forget, your codename shall be **Marvel Girl**. I've already notified the others while you were making yourself at home."

Jean nodded in agreement, taking a seat between Scott and Hank, who smiled at her behind his black mask that completely covered his head, like the others except Bobby's, before all their attention was back on the Professor.

"Now to your mission; a crisis has arisen in New York City which leads me to believe that the first of the evil mutants that I've spoken to you all about has made their appearance! Spider-Man and the police are trying their best to hinder the mutant but it appears that they're going to need your help. You must help them take down this mutant or the consequences will be dire! I shall accompany you all via telepathy. Now go, there's not a moment to lose!" Professor X commanded his team, all nodding with understanding before bounding out of the War Room, with Jean following shortly behind.

"Where are we going Scott?" Jean called, her voice seeming to resonate in the corridors.

"To the hangar where we keep the X-Jet," he replied, Jean hearing the shushing of the doors as they slid opened and revealed to her the gigantic hangar with a shiny, black RS-150 Blackbird situated dead in the centre. She could also see other vehicles sitting idly around it.

Jean was amazed. Her expression was priceless, "Wow…that's amazing. And you can actually fly this thing?" She asked, pointing to it as they all made their way down the stairs.

"Not yet but we all will when we are of age. In the meantime, the Professor flies it telepathically," Scott replied, stepping aside to allow Jean to enter the X-Jet before him.

"So, you're saying that the Professor can control and fly this thing from the War Room just by using his telepathy? That's unbelievable!" Jean said in amazement, sitting down in one of several chairs that was positioned parallel from each other.

Hank turned from his seat once he'd buckled himself in, "Listen Jean…now that you've joined the X-Men, you'll realize that nothing's unbelievable!"

And just as he'd said that, the opening closed behind them, the X-Jet burst into life, its controls online and ready to fly. As Jean buckled herself in, her heart started to pound hard in her chest, mostly of excitement but also with anxiety. However, she somehow felt safe with these boys and her heart gently eased to that of soft thumping, looking to Scott to see that he was busy tightening his gloves and making sure that his visor was on and secure.

The platform under the X-Jet started to ascend up into the ceiling and just before it could hit it, it slid open and Jean could see that the hangar was right underneath the basketball court at the back of the mansion. Yeah, it was going to take her a while to get used to this place with all its wonders but she was sure glad that she'd made the right choice in coming here.

She, like the others, relaxed into their chairs as the X-Jet took off into the sky, taking them to the city and onto their first mission as **X-Men**.

* * *

**New York City, New York**

Meanwhile, as the X-Men were on their way in the X-Jet, the situation with Magneto was steadily getting worse. He'd created a massive force-field out of sheer magnetic energy to keep Capt. Stacy and the other officers out of his way while he "played" with Spider-Man until his demands were met.

Spider-Man, for the time being, was utilizing everything that he'd learned since he first discovered his powers around the same time the Fantastic Four gained theirs but to diminutive effect. Every time he fired his web-shooters, Magneto would dissipate them magnetically before they even reached him, and every time he'd get close to lay out a punch or a roundhouse kick, Magneto would erect his protective force-field, making him practically impervious to his attacks.

Taking a respite on top of a lamppost Spider-Man knew straight the way that he was at his limit. He was almost out of 'web-fluid', his entire body was fatigued, and he was out of options. Magneto, however, hadn't even battered an eyelid. _Well, of course! He's protected behind his '_magnetic force-field', Spider-Man bleated to himself as he took a moment to catch his breath and think about what to do next.

"You waste my time, web-slinger! You're more like the annoying fly on the wall than the spider that preys upon it! It's about time I take you out of this picture, once and for all!" Magneto claimed, raising his hands and sending a magnetic bolt toward the exhausted Spider-Man.

With his 'spider-sense' tingling, Spider-Man managed to flip out of the way, the magnetic bolt hitting the lamppost instead and sending it crashing down onto the several cars below. Sticking onto nearby building Spider-Man didn't have time to recover as Magneto sent another bolt of magnetic energy, this time, as the web-slinger dodged out of the way, it caused some of the windows to shatter and the building to rumble.

_I've got to think of something fast! I don't know how long I'm going to last!_ Spider-Man told himself but was unable to do so as Magneto grabbed him magnetically, making the web-slinger incapable to move within the magnetic energy.

"Enough! I tire of your evasive actions! Time to end this childish game you proceed in playing!" Magneto claimed, raising Spider-Man to his level, still held within his power.

Spider-Man felt like the energy was crushing the very life out of him, his muscles aching and now feeling completely powerless. He hated to think it but he was out of options. If a miracle was going to occur, now would be the perfect time to do so…

Outside of the force-field Capt. Stacy was getting worried, "What the hell's happening in there? Is Spider-Man winning? Can anyone please tell me something?" He turned to his officers, who were all scattered around him and spotted a most unfamiliar sight.

"Maybe the X-Men could be of an assistance?" A voice spoke from behind the crowd, it immediately spreading out to reveal five individuals in black and yellow costumes, their faces concealed by masks that either covered their entire head or just their faces, most likely superheroes but ones unlike the Fantastic Four or the Avengers.

"X-Men? Who in the world?" Capt. Stacy asked, watching as the five heroes approached him, all the officers including himself giving them amazed looks as they passed. The most noticeable was the one whose body was sheathed completely in ice and another had large, feathered wings sprouted from his shoulder blades.

"No time to explain, sir. I respectfully request you hold back while myself and my team-mates go into action to stop this guy," Cyclops demanded, the others standing firm behind him.

Capt. Stacy took a moment to think of the costumed hero's request, looking back and forth at the heroes and the fore-field before eventually deciding, "Oh, all right! I've got nothing else to lose! You've got 15 minutes, then I'm bringing in the big guns."

Cyclops nodded in understanding, "You won't regret it, sir. X-Men…let's move out!" He commanded, leading them onward toward the force-field while Angel flew overhead.

Now standing in front of the magnetic force-field, Cyclops turned to face his team-mates, "All right everybody, stand back. I'm gonna try something I haven't done before so I want all of you to be at a safe distance in case it backfires."

The others didn't know what to make of it but complied all the same, Marvel Girl holding back somewhat until Cyclops reassured her with a comforting smile and a nod.

Once he was in position in front of the force-field Cyclops raised both hands to his visor, a finger just barely touching the studs fixed on either side before pressing them both down together, unleashing the destructive, ruby-coloured force behind them. Letting loose at full intensity, the others could see that the force-field was weakening but so was Cyclops, who kept informing them that he couldn't maintain the action for very long.

He sustained the attack for a few more moments before the force-field finally gave way, dissipating into the air while Cyclops, now completely exhausted for using too much of his power, collapsed.

"Cyclops!" Marvel Girl cried out as she softened his landing with her telekinesis. Beast was at Cyclops' side in half a minute, checking to see that he was alright, giving everyone else the nod of reassurance when he was.

"Don't worry Marvel Girl. Cyclops had just used too much of his power, that's all. He'll come to in a matter of minutes so there's nothing to worry about. Now come on," he heaved Cyclops onto his shoulder effortlessly, thanks to his superhuman strength, "Let's show him that we can carry the ball."

"Alright, it's about time we get to show off our powers!" Iceman cheered as he and the others hurried into the fray, with Angel soaring overhead.

* * *

Elsewhere, Magneto had felt the impressive energy feedback and had turned his attention away from Spider-Man, releasing him from his magnetic grip and letting him plummet 20 feet to the ground below. Luckily, well in Spider-Man's shoes anyway, he landed right on top of a parked car, the sheer force of the plummet causing him to cave the very roof in, shatter all the windows and set off the car's alarm. Spider-Man was sincerely out for the count.

"What is this? Some power has completely dispersed my force-field. Some power as superhuman as my own! I must meet the superhuman who has managed to accomplish such a feat!" Magneto deducted, floating in the direction of the disturbance, using the magnetic waves to pinpoint the exact location.

In no time at all, Magneto confronted the cause of his force-field depleting but instead of finding one superhuman, there were in fact five of them, clothed in black and yellow costumes and making their stand. However, what grabbed Magneto's attention was the symbol that was inscribed on their costumes: 'X'.

He couldn't really dwell on it for the time being as one of the five; a muscular brute who seemed contented on walking on all fours, much like a silverback gorilla, called out to him, placing the one on his shoulders gently against the side of a nearby car.

Beast raised up his hands in a peaceful gesture, in hopes that it'll give the mutant the hint that they weren't there to fight, "I implore you to please desist your malevolent acts of violence! We do not wish to fight you, just to reason with you!"

However, it seemed to the three other X-Men that Beast's ploy to reason with the mutant had been disregarded as Magneto let out a menacing laugh that seemed to resonate all around the street. "Do you honestly believe that you four can reason with me? I am Magneto and I am here to prove that the human race no longer deserves dominion over this planet! We, Homo-Superior, shall rise above them! I offer you to join me in my enterprise or you shall perish along with the rest of those who oppose me!"

Iceman stood with his hands on his hips, clenched into fists, and laughed to his team-mates, "Jeez, this guy sounds more like the villains I read about in my comic-books! Where's the originality!"

Magneto, who was surely losing his patience, asked the group one more time about his offer, "I shall ask you one final time! Do you or do you _not_ wish to join my conquest? You'll only be disappointed if you refuse my _generous_ offer."

It took no time for the X-Men to make their decision, Beast once again answering for all of them, "We're _so _sorry but we're going to have to protest your _generous_ offer. Your attacks on these citizens of New York City's intolerable and we're here to put a stop to it."

At that moment the four X-Men moved into their defensive stances, forming a semi-circle around the still unconscious Cyclops, intent in protecting him from anything Magneto was going to throw at them.

From where they were standing, the X-Men could tell that the magnetic mutant was smirking, remaining afloat as his smirking soon turned into hoarse laughter.

"Hah, hah, hah! I admire your gallantry, young one, but surely you've figured out that all of you combined aren't strong enough to face my power?"

It was Beast's turn to smirk, standing his ground, the others doing the same, "Ah but that's where you're wrong, Magneto. There are other ways in defeating your adversary than just using strength and power."

As soon as he'd uttered those words, a powerful beam of concentrated ruby-coloured energy blasted past the four teenagers and struck Magneto squarely in the chest. The attack took the "powerful" mutant by surprise and sent him soaring through the air and smashing through a nearby building.

"Like taking them by surprise," uttered Cyclops, who was now fully recovered from his earlier attack on Magneto's force-field, if not a little out of breath.

The four X-Men turned abruptly to face him, all their faces expressing the same emotion they all felt as they looked upon him; astonishment. This 16-year-old kid, with the uncanny ability to fire concussive force from his eyes powerful enough to level a building easy, used all of this power to take down the force-field that was blocking their entry and within a matter of minutes, was now back on his feet, fully recovered and ready to take down the menace that was threatening with human lives. Their own included.

"Hey Cyclops! Good to have ya back in the game!" Iceman grinned, pattering the leader on the back, Cyclops' smirk his only reply.

"Yes. I'm quite impressed in how quickly you've recovered from that spectacular act you pulled on Magneto's force-field," Beast added, Angel and Marvel Girl joining in crowding round their intrepid leader.

"ENOUGH OF THIS!" A great bellow emerged from behind the five teenagers, seeming to echo for miles around. It even vibrated the very air around them.

The X-Men switched their attention back to their magnetic adversary, who was now vibrating with power, electricity crackling in the air around him and from out of his eyes, "I WILL NOT ALLOW A BUNCH OF _KIDS_ TO RUIN WHAT I HAVE PLANNED FOR THE HUMAN RACE! NOW, I SHALL DESTROY YOU ALL!" He roared with such anger, such energy that it caused all of the X-Men's hairs to stand on end.

Next Magneto gestured one arm to a car below, gripping it with his magnetic powers and levitating into the air, throwing it towards his young opponents seconds later.

"Iceman! Shield us now!" Cyclops ordered but before the youngest of the X-Men could encase the team in a shield of ice, strong enough to withstand the impact of a flying car, Marvel Girl stepped up to the plate, "He's got no time! I can handle this!"

Before he could protest, Marvel Girl raised both hands, which rippled with telekinetic power, and aimed them at the approaching car. Within a matter of milliseconds, she'd managed to halt the vehicle mid-air, successfully stopping it from pursuing its goal of crushing them underneath its weight. With a gesture of both hands to the right, she flung the car telekinetically aside. However, the strain of the car's weight and using so much of her power at one time caused Marvel Girl to fall onto her knees, exhausted from the effort.

Cyclops immediately came to her aid whilst the others stayed back, keeping him covered from any of Magneto's other attacks, "Marvel Girl! Are you alright?" He placed a hand on her shoulder, gentle to the touch, which somehow causes Jean to feel butterflies in her stomach.

"I'm…I'm fine…Just never held something that heavy before," she gasped, accepting Cyclops' hand to help her onto her feet.

Nevertheless, as soon as the others join the duo Magneto was setting up his next attack. Using both hands this time he magnetically raised two cars this time and sent them hurtling towards the group.

Angel instantly flew into the sky to avert the collision with a plan in mind to slow the magnetic mutant down. As though thinking the same thing, Iceman gestured toward one of the flying cars and froze it with a 'freeze beam' before Cyclops pushed one of the studs on his visor and released a fast, optic beam, obliterating it successfully.

Meanwhile Beast was standing his ground, tensing all of his muscles and channelling all of his strength into his arms and feet. Whilst training in the Danger Room, Hank had only managed to bench press a single tonne, hoping to God that it was enough to accomplish what he was about to do. The second flying car "nosedived" on top of Beast but he managed to grasp it, using every ounce of his strength to make sure it didn't crush him. After what felt like hours holding up the 1 tonne car, Beast 'gently' threw it to the side, landing with a crash, followed by windows smashing.

The manoeuvre exhausted Beast, who collapsed onto his knees, getting his strength back slowly but surely. He wasn't going to attempt a feat like that for a long while.

Whilst the others attended to Beast, Angel swooped into a nearby alleyway to carry out his plan to take out Magneto while he had his attention on his team-mates. Flying past some garbage Angel's sharp eyes spotted a long, dirty pipe, probably belonging to a drain overhead, and grabbed it before soaring back up into the air.

Looking back to Magneto and the X-Men, Angel can see that his team-mates were busy distracting him with everything they could throw at him.

_Alright Warren, here goes nothing,_ he goaded himself, picking up speed as he flew straight for Magneto, lifting the pipe high over his head for his surprise attack.

Yet, to Angel's utter surprise, Magneto spun around immediately and halted the winged X-Man with his magnetic powers, "Did you really think you could sneak up on someone who can sense your every movement?" He then proceeded to wrap the large pipe around Angel magnetically before tossing him aside, turning back to the other X-Men.

"Angel! I've got you!" Marvel Girl called, seizing him with her telekinesis before directing him carefully beside Cyclops, who used his ability to cut the pipe away from around Angel's body.

"Thanks, Cyclops. This Magneto guy's a tough character," Angel uttered, but he was interrupted by Magneto's voice booming once again, "Not all those with mutant powers are fit to rule the Earth! I've decided that _**you**_ all must be eradicated!"

"Cheerful chap, isn't he?" Iceman smiled, his obvious sense of humour not really appreciated at this given time as they gathered back together, awaiting Magneto's next assault.

Magneto, who drifted closer to the costumed teenagers, utilized more of his powers this time in order to levitate all of the cars in the street into the air and showered them upon the on looking superheroes.

"Iceman! Now it's your turn!" Cyclops quickly commanded, the youngest X-Man getting straight to work. Waving his hand in a semi-circle over his head, Iceman quickly creates a domed ice-shield over himself and his friends just in the nick of time. A few seconds later, the flying vehicles compacted against each other as they bombarded the ice-shield that Iceman had created, resulting in a large explosion that shattered all the windows in the nearby buildings and sent anything else flying.

One of these things to go flying was the car that Spider-Man had landed on top of and once it was in motion in the air, the wall-crawler's spider-sense was tingling and he instantly awoke. Not having much time to shake away the light-headedness that was dancing around in his head, Spider-Man discharged a strand of web from one of his wrist-shooters to a nearby building, pulling himself toward it before being "literally" squashed.

"Whoa! What did I miss while I was out?" Spider-Man asked himself, now taking the time to shake away the light-headedness before noticing Magneto hovering over a blazing inferno, laughing manically.

"That guy's probably going to tear down the city if I don't do something and fast!"

Diving off the roof of the building, Spider-Man web-swung his way toward Magneto, blasting away countless globs of webbing while the mutant menace was presently distracted by the inferno. The webbing hit their target and instantly stuck to Magneto, making him unable to move his arms, Spider-Man watching as the man tried to struggle out of it.

"**YOU**! I had forgotten about you, you annoying pest!" Magneto fumed, releasing his magnetic powers outward which successfully rid him of Spider-Man's webbing that covered his body, "And now to take care of you once and for all!"

"I don't think so!" A voice called from below, followed by a blast of red, concussive energy that hit Magneto square on the back, knocking him off balance and plummeting back to the ground. Magneto managed to save himself before he hit the ground but when he turned back to see who'd hit him, his face was astonished. Cyclops was standing just a few feet away from the inferno, completely unharmed, and with the rest of the X-Men. Iceman, meanwhile, was flash-freezing the fire until it was completely out.

"Not possible! How could you have survived such an attack?" Magneto asked, confusion clearly written on his face as Spider-Man jumped down to join the group.

With his fingers ready on the studs of his visor, Cyclops walked slowly toward the mutant who was crawling away from him, replying surprisingly in a calm voice after what he'd just been through, "Stand down Magneto. We can do this the easy way or…the hard way." Cyclops' visor flashed red when he uttered the last part but Magneto wasn't going to surrender so easily to a bunch of mutant _kids_.

"Hah! You haven't defeated me yet!" He raised his arms out in front of him and released a burst of magnetic energy, sending the X-Men and Spider-Man sprawling onto their backs. Just as hastily he then impelled himself into the air via magnetic propulsion and vanished away before the heroes could go after him.

Moments later Spider-Man sat up, hand placed on the side of his head and moaned, "Hunh! Have I got a splitting headache." He then turned to face the other costumed heroes, "Hey, are all of you alright?"

They all eventually sat up, moaning and groaning, but all managing to nod their heads to confirm that they were, in fact, all right.

"Who are you guys anyway? If you don't mind me asking," Spider-Man enquired whilst helping Cyclops to his feet, "You're certainly not the Fantastic Four."

"We're the X-Men, Spider-Man. I'm Cyclops, this is Marvel Girl and they are Angel, Beast and Iceman," he introduced, pointing at the others as they helped each other to their feet and brushing away the dust that had gotten onto their costumes.

Spider-Man smiled behind his mask, "Well, I like to say it's always nice to have help around here, and I can't say that I didn't appreciate it. With that Magneto guy gone for now, it's about time I was heading off. More people to save and all that. Catch ya later, X-Men!" Spider-Man sounded off, shooting a web onto a nearby building and swinging off into the distance.

"I see how he runs off to leave us to clean up the mess," huffed Iceman as Capt. Stacy approached them with several of his men.

"I can't say how contented we are that you lot arrived when you did and stopped Magneto from tearing any more of this city apart. Where's Spiderman, by the way?" He asked with much enthusiasm, looking behind the X-Men to see if he could see everyone's Friendly Neighbourhood Superhero.

"He took off. Left us to do the clean-up, can you believe it?" Iceman replied with a huff, crossing his arms at the thought of it.

Capt. Stacy smiled and nodded, knowing the exact same feeling whenever he arrived on a scene in which Spider-Man was involved but had absconded moments before.

"Well, if you don't want to be swarmed by crowds of press, I'd suggest you hightail it out of here pronto." The Captain stepped aside, pointing in the direction in which the X-Men had made their entrance and where the X-Jet was parked.

"Well, if you say so Captain," Iceman said in his usual manner, walking past him on his way to the X-Jet, followed shortly by Angel, Beast and Marvel Girl. Captain Stacy placed his palm on the passing Cyclops' shoulder, knowing in his experience in the force that he was the leader of this little band of superheroes. He also had a hunch that they were probably only in their teens.

"So, you call yourselves the X-Men, huh?" He then smiled again, pearly whites glinting in the sunlight, reminding Cyclops of those models in the toothpaste commercials, "I won't ask you to reveal your true identities, but I do promise that after today the name **X-Men** will be the most honoured in my department. As the same goes to **Spider-Man** and the **Fantastic Four**. The people need heroes to look up to; to save us from those who mean us harm and to help us to make a brighter future for us all."

Cyclops was at a loss for words, "I…I thank you sir. You can count on us, the X-Men, to return whenever you, the people, are ever threatened by those who mean harm. That, you can count on."

The two exchanged a handshake and then Cyclops was off, following after the others as they disappeared into the X-Jet, back to the safety of the X-Mansion and to be congratulated by the Professor on a job well done. Their first mission as X-Men was a complete success!

THE END OF ISSUE 1


	3. Vanishing Act!

**Issue 2**

**Xavier's Institute for Gifted Youngsters, Salem Center, Westchester County, New York**

It had been exactly a week since the X-Men had tussled with Magneto, the Master of Magnetism, in New York City and, with the help of everyone's friendly neighbourhood Spider-Man, managed to thwart his plans in revolutionizing the rise of 'Homo-Superior'; those who possess a gene that normal humans lack which gives them their uncanny abilities.

Since then, all had been quiet in the superhero department. Either the Fantastic Four were called in to help with New York City's latest disaster or the newly-formed Avengers were on the scene to get the job done.

If that was the case, Professor Xavier made sure that his students had plenty to do to keep their minds focused but also making sure that he wasn't overworking them.

It was halfway through the X-Men's lunch break when the Professor interrupted them with a telepathic command, asking them to join him in the War-Room to brief them on a most disturbing dilemma.

When the X-Men; Scott, Bobby, Warren, Hank and Jean, reached the War-Room, still garbed in their civilian clothes, the metal doors swished open and allowed them to enter. What stopped them dead in their tracks, however, was the silver, metallic helmet the Professor was wearing on his head. It was connected to the console built into the table situated in the middle of the room, the metallic tendrils that were plugged into it were fixed to the top of the helmet.

The Professor immediately saw their stunned reactions and smiled humbly, taking the shiny helmet off, which had two thick tubes coming out from either side of it, and placing it on its stand which then disappeared into the table, seemingly a secret compartment of sorts. He then gestured his students to sit, their faces still expressing astonishment at what they'd just witnessed.

"That, my students, was a contraption I've been working on for some time now and have only just finished it. I was just testing it out and it seems to be working substantially."

Bobby was the first to ask the obvious question, "Okay Professor, do you mind telling us what that 'contraption' is?" He then sat back in his chair and folded his arms, waiting for his question to be answered.

"That, Bobby, is what I've dubbed 'Cerebro'. Its interface helmet, when used by a telepath like myself, amplifies their powers by strengthening their brainwaves ten-fold, enabling a great number of feats to the wearer. In my case, it will help me detect and locate other mutants within the given vicinity but for the moment, it can only allow me to scan the entire New York state. Given time and much upgrading, it will enable me to scan the entire United States, possibly even the entire world." The Professor smiled at that notion, his genius-level mind probably planning out the schematics the second he started talking about it.

Turning to face the large screen that appeared from within the wall behind him, he wheeled himself over to the console beneath it and punched in a few buttons, lighting up a few seconds later with what the X-Men could see was a security camera recording a bank robbery in progress. In the top right-hand corner of the screen, they could see the time and date to be exactly what the Professor had announced only seconds ago along with the 'CNN' logo on the left.

"This, X-Men, was televised just a few minutes ago and I'm afraid that it's another mutant uprising. Ever since Magneto declared that mutants should stand up and rise above humanity, reports of their activity have slowly begun to rise, especially in the Manhattan area."

Back to the screen, they could see that the leader of the raid was making his way casually over to the front desk while his followers, four of them garbed in colourful costumes, stayed behind to keep the customers and staff in order. They watched as one of the four, a man who looked more plant-like than human, approached the small crowd of cowering customers and raised his hand. A second later thick roots broke through the floor and wrapped themselves around the crowd, making sure to cover their mouths so they would be silenced.

"Ha! That's better!" The plant guy laughed, "There's nothing better than a bit of peace and quiet!"

Suddenly, he was interrupted by the sound of sirens and the yelling of one officer, using a megaphone to make himself heard, "This is the NYPD! We have you surrounded! Come out with your hands up and we can resolve this peacefully or we may have to use force!"

The four chuckled to themselves, the leader not even acknowledging the police outside as he continued to coerce the bank manager to open up the vault they had in the back.

"Is this chump for real?" The man garbed in an orange and dark-green costume asked, thumbing in the direction of the entrance into the bank where the police waited outside. This guy was bigger than the others, in height and muscle wise. He also had the head of a black unicorn etched on his torso and a strange white disc on his forehead.

Another, wearing a costume which was half dark-blue and half purple with the same pattern on his head-mask, stepped forward and replied, the lisp in his voice clearly evident, "Letsth show them that we're not to be messth with!"

The four accomplices, the final of the four garbed in what appeared to be a run-down scarecrow costume, complete with a straw hat, advanced to the entrance, the camera view changing to that of one of CNN's video cameras recording the incident from behind the barricade.

As soon as the four appeared before them, the one with the unicorn etched on his front clenched his fist tightly and, from the white disc on his forehead, released a beam of magnetic energy, similar to that of Magneto's, which lifted one of the police cars into the air. A moment later, it was sent hurtling down the street, destruction in its wake, but luckily no-one was hurt.

Next, the 'scarecrow' approached a crowd of police officers and exuded an odourless pheromone upon them, which triggered intense panic attacks on his victims and caused them to experience severe and irrational fear. The officers were screaming and cowering on their backs and knees, crying out all sorts of absurdities. The villain laughed as he listened to their sombre music of sheer pain and mental agony.

Afterward, the one who seemed completely composed of vegetable matter, stood up and raised his hands out in front of him, a second later erupting a massive root from under the ground, mentally commanding it to wrap itself around one car before making it lift it into the air and slam it back down another.

Finally the last of them, the one wearing purple and dark blue, stepped forward and emanated a lustrous electrical aura around himself, illuminating the area in its light, blinding the rest of the officers who hadn't ran off or taken cover yet.

Once they'd finished, the cameraman still rolling from his hiding place in the alleyway across the street, the leader of the raid approached from within the bank, ordering two of the men to head back inside to collect the loot.

Garbed all in black, he was also bald, had strange tattoos etched on his arms and had a black stripe that encircled his head, which covered his eyes to resemble some sort of mask.

"People of New York City!" He hollered, the sheer quiet after the aftermath making his voice come out louder, "After this day, you shall all know us as "**Homo-Supreme**"! We have chosen the way of Magneto! That mutants like ourselves should rise above humanity and claim this world as our own with all of you to bow down to us!"

"Hunh!" Bobby huffed with disgust, a settlement they all agreed upon as they watched the conclusion to the news broadcast.

"…We must depart, sadly, but fear not, you shall be seeing us _very _soon. I can guarantee you that!" And with his little part said, the other four placed their hands on Vanisher's shoulders and with a simple thought, they disappeared into thin air, leaving the cameraman to record the after effects of the latest mutant uprising.

"And thus ends your briefing, my X-Men." The screen turned to black, and Professor Xavier faced the console once again, tapping away before a close-up of the man leading the bank raid appeared before them, followed by the others in turn.

"These are the foes that you shall next encounter…the super-criminal group going by the name of 'Homo-Supreme'! Strangely, even with the help of Cerebro, I haven't been able to locate them mentally, but I have another means of finding out that information."

He then revolved his wheelchair around so he was facing his students again, wheeling himself back to the head of the table, "In the meantime, I suggest you all suit up and head into the Danger Room. Scott, initiate training simulation no. 1-12. That should be sufficient enough to help you against the numerous powers of your foes."

Pressing the button in front of him, Cerebro reappeared from its secret compartment underneath the table with a smooth 'swish'. The Professor placed it upon his head, speaking to his students again but this time telepathically, "_Now, if you'll please excuse me, I'd like to be alone with my thoughts_." This was the X-Men's cue to leave, walking out of the War-Room as quickly but as quietly as they possibly could.

On their way to the elevator, which is their only access to the subbasement levels, they all had the same question plaguing their minds…even if they do surpass the training that Professor X had suggested, will they be able to overcome their newest threat that is **Homo-Supreme**?

* * *

**Unknown location, possibly somewhere in the state of New York**

In a secluded, desolate warehouse that used to manufacture all types of 60's, 70's clothing, the super-criminal group now known to the United States, and possibly the world, as **Homo-Supreme** were orchestrating their next plan…or should I say their leader, who'd made himself known as the **Vanisher**, was orchestrating their next plan of action.

"My first plan of action was a complete and utter success. We now have America's undivided attention. They all know now that we mean business and they'll submit to anything we have to offer. So, now comes the next part to my ingenious plan to have the homo-sapiens bowing down on their knees!"

He'd been walking around the round table that his four accomplices had been occupying whilst talking, now standing at the head of it, his palms flat on its polished, wooden surface, "I shall be leaving for the Pentagon as soon as this meeting's over. There, I shall notify whoever's in charge that I plan to _steal_ their precious 'defence plans', even giving them a time and date. This will give them time to worry, to marvel at my awesome power and then, the plans shall be mine to do with what I see fit!"

The one who's adeptly named **Scarecrow** sat up on his chair, arms folded over his chest as he asked gruffly, "And what do we all do in the meantime, hmm?"

Vanisher glanced over to him, smirked, "Simple…you wait. Back in a tick." He winked and in a split second, he was gone. Vanished like his namesake on his way to the Pentagon, leaving his associates with open mouths, a little miffed that they weren't in with the action…

* * *

**The Pentagon, Arlington, Virginia**

A few seconds later, Vanisher reappeared in the heart of the Department of Defence, just down the corridor from where the Chief of Staff's office resided. He was about to advance when two armed guards seemed to come out of nowhere, their weapons raised, "Hold it, mister! How the hell did you get in here without a permit?"

Vanisher sneered, confidence radiating him, "I don't need permits to go where I want to go. Step aside, homo-sapien, or feel the wrath of the Vanisher!"

The two armed guards looked at each other as though this guy had just escaped from a mental hospital before their attention was back on the black-gladded intruder, "Alright, _Vanisher_! Get face down on the ground with your hands behind your head!" When Vanisher made no attempt to do what he'd just ordered, he clicked the safety off his weapon, just to intimidate him, "Now!"

"Oh, you shouldn't have done that."

Taking no more chances, the guard spun his head to face the other and uttered his command, "I've had enough of this guy, take him down!"

As they were just about to fire upon Vanisher, he 'vanished' just in time for the bullets to continuing through the air until they embedded themselves in the wall at the other end of the corridor. Before they could wonder where or even how he disappeared into thin air, the teleporting mutant reappeared behind them, quickly spinning into a crouch with his right leg extended, successfully tripping them onto their front and back.

Before they could even get back on their feet, Vanisher right-hooked the silent guard, knocking him out cold, while he kicked the ordering guard straight in the face with the sole of his boot, sending him hard onto his back.

Dazzled but not unconscious, the guard moaned, feeling the full rush of pain in his nose, wondering if it was broken. He then tried to get up again but Vanisher was there in no time at all, grinning down at him, "Didn't I just say you shouldn't have done that? Now, it's time for me to say _Nightie night_." He finished with a swift head-butt, hammering the guard straight between his eyes, this time knocking him out.

Climbing to his feet, he dusted himself off and abruptly 'vanished' again, only to reappear right inside the Chief of Staff's office. The man himself, a Mr. William Lane with his mouth agape in shock, was sat at his desk with another man sitting opposite him with the exact, same look on his face as Mr. Lane's. The man wore a dark green uniform, medals pinned to his left breast, and a hat which indicated that he was someone of a high rank in the armed forces. Perfect for what Vanisher had in mind for his plan against humanity.

"It's - it's that Vanisher! The one who's been terrorizing New York City with his misfit band of super-criminals!" William Lane proclaimed, pointing at him with a firm finger, even though he was slightly shaking in his boots.

The evil mutant took a bow, arms extended, as though what he'd done was something to be proud of, "Oh, I'm flattered. You know who I am. Then we can skip the introductions." He straightened his back, "I've just come to tell you that those 'precious' defence plans of yours you got on your desk, shall soon be mine!"

William Lane shot up from his chair as soon as he heard Vanisher's proclaim, fists clenching, knuckles turning white, "What?! Over my dead body, thief!" And letting his renowned stubbornness get the better of him, he charged at the brash mutant, only for him to evaporate into thin air. Vanisher reappeared a micro-second later to watch Mr. Lane nearly knock himself out via the wall.

The uniformed man of high rank could only watch as the scene commenced, witnessing the Vanisher disappear into thin air, as if it were by magic, then reappearing right next to the desk, turning just in time to see William Lane hit the wall on the other side of the room. His mind couldn't seem to fathom what it was witnessing. This guy, who had weird, black, symbolic tattoos decorating his arms, upper body and head, had just vanished into the very air itself, only to emerge seconds later at a different point in the room! As if via teleportation but the General knew that that was impossible! Uncanny even! A feat only read in science-fiction novels and awed in TV shows and movies like _Star Trek_ and _The Terminator _series.

"I wouldn't waste my breath if I were you," the intruder pronounced, the expression on his face smarmy, as though he could do this all day, which he probably could, "Just remember Mr. Lane…I shall be coming back for those plans of yours…very soon!"

It was then that he vanished again and this time didn't return, leaving the two men in silence, looking at each other in shock and awe at what'd just transpired there…

* * *

**Unknown location, possibly somewhere in the state of New York**

Back at **Homo-Supreme**'s HQ, Vanisher reappeared at the exact same spot he was in before he teleported to the Pentagon. His arms up in the air as though in triumph, Vanisher announced, "It is done, my comrades! The second part of my plan's underway. I have announced to the Pentagon that I intend to steal the Armed Forces' continental defence plans! I'll give them a while longer to marvel at my power and then…in a matter of hours, they shall be mine! Only then will we make the final move in my ingenious plan…the most daring move in the history of crime! Something that even the Master of Magnetism couldn't have thought up!"

He filled the next moment with evil laughter, the four associates sniggering amongst themselves, the same thought running through their heads as if they were in telepathic connection…the fact that they were on the winning side for a change and that no-one was going to be able to stop them!

* * *

**Xavier's Institute for Gifted Youngsters, Salem Center, Westchester County, New York**

Concurrently, back at the secretive home of the 'X-Men', they were in the middle of the training simulation in the Danger Room that Professor X had suggested they use to train themselves to be better equip against their imminent fight with 'Homo-Supreme'.

Angel, as his moniker suggested, was soaring high above in the air at speeds of around 70 mph, dodging the missiles that the simulation was throwing at him, with relative ease.

Down below, the rest of the X-Men were tackling the various situations via their own means; Beast, utilizing his incredible gymnastic prowess, managed to effortlessly vault over the giant, mechanical hands that emerge from the very ground, intending to crush him in a deadly bear-hug. Immediately afterward, the agile X-Man dived into a forward roll to successfully evade the two, large saws that were slicing through the air at him in a vertical approach.

Cyclops and Iceman were swift on the offensive; the younger X-Man 'flash-freezing' the balls of searing-hot fire, which were being discharged via the cannons attached to the wall on the opposite side of the Danger Room, turning them into chunks of frozen ice. Simultaneously, Cyclops was robustly pressing the stud on the side of his visor, releasing numerous blasts of ruby, concussive force which totally eradicated the cannons in seconds.

Elsewhere in the Danger Room, Marvel Girl had her own test to triumph over. Held in place under her telekinetic power, a section of the wall was trying to crush her under its weight but she wasn't going to let that happen. A few seconds later she felt its mass getting heavier, pushing her to impel more of her ability but, unfortunately, this caused her to feel significantly woozy. To be quite sincere, she didn't really have a good enough reason to use so much of her power prior to now.

In the past, she would've utilized just enough of it to lift a book or something similar in weight. Now, she was being forced to use it against something that was twice her size and, since their scuffle with Magneto last week, she'd noticed that the more she had to use of her powers, the more it made her feel light-headed.

That was probably the reason why Marvel Girl couldn't hear Cyclops' voice as he shouted her code-name, in a bid to make her stop, but her sheer determination to overcome this obstacle was too much and suddenly, Marvel Girl fainted. Cyclops immediately released a powerful optic blast at the suppressing wall, resulting in it being completely demolished before commanding the Danger Room to stop the simulation.

As Scott sat Jean up with an arm hooked around her, he instinctively placed a hand on her cheek in an endeavour to wake her up, causing her to whimper before she finally opened her eyes, "Scott?" She looked around to see the others; Angel, Beast and Iceman, all looking down at her, each with a worried expression on their face, "Scott, what happened?"

He gently helped her to her feet, the sudden light-headedness causing Jean to collapse onto him before he answered her, "I don't know, Jean. One minute you were using your powers and then in the next, you "blacked out". Jean, is there something you want to tell us?" He asked this as though he was referring to _us _as a group but it sounded more to Jean like _us_ really meant _me_.

Suddenly, before Jean had time to explain herself, Professor X's voice boomed into their minds, "_X-Men, come to the War-Room at once! I have more news on __**Homo-Supreme**__'s next plan of attack!_" And then he was gone, everyone realizing that Jean's explanation would have to wait until later, until they've dealt with Homo-Supreme, at least.

* * *

Back in the War-Room and in their original places around the table, Professor X enlightened them on the 'Homo-Supreme' situation, "I have just spoken with my good friend, Special Agent Fred Duncan, at the FBI and he's informed me that the Vanisher had threatened to steal the Pentagon's continental defence plans! He says he's expecting Vanisher's attack at any moment! I'd suspected that might be his next likely move!"

Turning to face the console behind him, Professor X pushed a few buttons on the keyboard and the map of the U.S appeared before them, a red circle flashing in the state of Virginia, "You, my X-Men, shall depart for Arlington, Virginia. Effective immediately!"

"I'm guessing that means we finally get to tussle with the _Vanisher_ or whatever he likes to call himself!" Iceman quipped, practically rushing out of the War Room on his way to the X-Jet, while the others walked on as usual.

Before the others disappeared out of the automatic sliding doors, Professor X pronounced anxiously, "X-Men, please be careful. Like Magneto, Vanisher is incredibly unpredictable! His powers of teleportation gives him an advantage but if you all work as a team and use the training that you've learned today, I know you can triumph."

The incentive at the end was what the teenaged superheroes needed to boost their confidence as they disappeared, following where Iceman went to the X-Jet…and to their imminent fight with the one named Vanisher…

* * *

**The Pentagon, Arlington, Virginia**

Located in the Chief of Staff's safe in his office, heavily guarded by four armed guards, all expert in hand-to-hand combat and the use of all weaponry, were the continental defence plans the Vanisher warned he'd steal sometime today. One of the guys, the one holding a stun baton tightly in one fist, told the others, "Keep your eyes open, men! This guy could appear from practically anywhere!"

The guards nod in agreement, their fists tightening on their chosen weapons, ready to take on the Vanisher when he finally made his unexpected appearance.

"--And you couldn't have been more right, human!" Vanisher's voice appeared from within their little circle, "Thank you for keeping these plans safe for me!" He uttered arrogantly, dodging swiftly to his left when the guard, armed with the stun baton, interrupted him by trying to knock him out with it. Catching the arm that held the offensive weapon, Vanisher twisted it until he heard a satisfying crack, which caused the guard to drop it, before flipping him over onto his back and booting him in the face, knocking him out cold.

As he tackled with the other guards, he thanked himself for all the martial-arts training he'd learned back in his hometown of Boston, Massachusetts. Being a tough neighbourhood where he'd lived, you had to have learned some kind of self-defence or fear that you might be beaten up badly or even worse, killed.

Now his talents were working nicely against his opponents who, despite having expert knowledge on hand-to-hand combat, couldn't compared to his. One guard managed to aim his pistol at the distracted Vanisher's shoulder, a point on the body that was guaranteed to disable anyone, even a mutant like the Vanisher, but before he could fire, his target abruptly disappeared from view.

The bullet pierced through the wall on the opposite end, before Vanisher reappeared beside the pistol-wielding guard and kicked him square in the gut, followed by a kick of the back of the neck which sent the guy hard against the carpeted floor. Another one out for the count.

Not wanting to waste any more time dealing with these simpletons, Vanisher executed a swift roundhouse kick to one guard's face, who flew on top of a nearby table, and finished the last guard off with an right uppercut to the jaw.

Once the room had quietened down and Vanisher had got his breath back, he proceeded to the safe built into the wall and took out a rather peculiar weapon; one that fired energy beams hot enough to melt steel. Aiming it at the metal box that held the plans he was after, he pulled the trigger, releasing the energy within and instantly melting the door.

As soon as that was done, he holstered the weapon and took the briefcase which held the plans inside, holding it against to his chest before teleporting out of there. Unfortunately for Vanisher, whenever he "jumped" consecutively, it weakened him every time and halved the distance he could travel. Which is why, when he reappeared again, he found himself outside on the steps of the Pentagon, where a large, black B-2 Spirit was parked several feet away.

5 costumed individuals, all dressed in black and yellow uniforms, emerged from within. Four of them approaching him on foot, the other in the air, his white, feathered wings flapping gently, keeping him buoyant.

"The X-Men! I was wondering when you'd show your faces! Now I have a real excuse to exploit my powers!" The Vanisher announced, almost ecstatic at the fact that he was about to tussle with the X-Men, the very ones who defeated the Master of Magnetism himself.

"X-Men! Take him down as quickly as possible! Don't even give him time to breathe!" commanded Cyclops as Angel flew in from above, arms extended, and lifted the Vanisher right up into the air.

"Drop those plans, Vanisher or I _drop _you!" Angel enquired _nicely_ but the teleporting villain answered him with a malicious snigger, "Your empty threats don't frighten me, X-Man!"

Yet, as he tried to fight off the winged X-Man, the briefcase slipped from his gloved hand and plummeted to the earth. Luckily, Beast had used his amazing speed and agility to somersault into the air to grab the imperative object. Landing perfectly on his two, enlarged feet, Beast waved the briefcase in the air, cheering, "I've got 'em! I've got 'em!"

Vanisher, still in Angel's grasp, found that he'd regained his strength and immediately vanished, only to materialize behind Beast, grabbing the briefcase as he flipped over the cheering X-Man, using him as leverage.

"I'll have those, thank you very much!"

As soon as Vanisher touched ground, Cyclops unleashed a precise, narrow optic beam at the villain's hand, not powerful enough to hurt him but enough to get him to drop it. Marvel Girl followed suit, grabbing the falling briefcase with telekinesis before guiding it back to her.

_No! I've come too far just to let my plans fall apart because of some meddlesome do-gooders!_ Vanisher fumed, using his teleportation powers to appear right next to Marvel Girl before knocking her out with his sleeping gas gun he contained in his other holster.

"Cyclops! Angel! Help m--!" she managed to cry out before collapsing onto the grass, into a deep slumber thanks to Vanisher's sleeping gas.

"Marvel Girl!" Iceman called, his hands raised as he released a beam of intense cold, covering the briefcase in ice in an attempt to have it too cold for Vanisher to handle.

However, the villain just sneered, "Fool! You are too late! Your childish endeavours to stop me are pointless!" And with that, he was gone, vanished into thin air with the briefcase still in hand, leaving Marvel Girl slumbering in his place.

As the X-Men gathered together, Angel settling back down on the ground, Cyclops helped Marvel Girl out of her slumber, also helping her to her feet as she was still a little groggy, "Are you okay, Jean?" He asked anxiously.

Marvel Girl nodded, albeit woozily, "Y-yeah, I'm fine Scott…but what about the Vanisher?"

The four boys' shoulders sunk in defeat at exactly the same time, "He got away…plans and all." Beast uttered, his voice devoid of his usual jollity, now filling culpable that he, like the rest of them, had allowed Vanisher to escape.

"He took everything we could dish out…and he still managed to beat us and make off with the plans," Iceman also uttered, so softly that it was barely even a whisper, following the other four X-Men as they headed back into the X-Jet, their heads hanging low, back to their home in New York.

* * *

**The Next Day - New York City**

The news of the X-Men's defeat to the Vanisher seemed to spread like wildfire as newspapers with the superhero group on the front page were selling like hot cakes!

"The X-Men defeated? How can that be? They defeated that Magneto guy only last week!" One of the readers was saying to another, truly bemused about the whole thing.

"The Vanisher couldn't be that powerful? Could he?" The other one replied, as they and countless others questioned the result of yesterday's tussle between the X-Men and Vanisher…

* * *

**Xavier's Institute for Gifted Youngsters**

Meanwhile, back at the X-Men's home, the young mutants were busy watching the mid-morning news in the living room, anxious to find out the latest on Vanisher and his crew, "_--so our today's top story: the mutant menace known as the Vanisher, also leader of the mutant terrorist group, Homo-Supreme, had single-handedly defeated the X-Men yesterday afternoon outside the Pentagon and had also made off with the continental defence plans he swore he'd steal. Today, he's demanded a whopping $1 billion from the government, tax-free I might add, as his price for not turning them over to our country's enemies. As of yet, the government hasn't responded to his demands. I shall update you with more news as it comes. I'm Trish Tilby and this is NCBC News--."_

Scott turned off the television by remote, throwing it onto the coffee table, luckily not smashing under the brute force of the throw, as he made his way over to the window, his arms crossed over his chest, eyes on the view of the mansion's huge front garden.

"Who does that wise-guy think he is asking for a billion dollars? Doctor Evil?" He heard Bobby ask the others, the others smiling at his reference to the villain in the _Austin Powers _movies, but it wasn't enough to keep their spirits up. They'd failed to stop Vanisher escaping with the Pentagon's defence plans and now he was ransoming the government for a ridiculous amount of money. Something they could've prevented if only they'd apprehended him.

Suddenly, the awkward quiet that'd enveloped the room was abruptly interrupted by the sound of Professor Xavier's voice as he made his entrance, "Don't be so down on yourselves," he replied softly, not needing to use his telepathy to know that they were still blaming themselves for what happened in yesterday's fray with Vanisher, "To be quite honest, you haven't done badly, considering your youth and your lack of experience. For you were up against a most formidable foe."

He then wheeled himself so he was now facing all of his X-Men, making sure that they were seeing eye-to-eye with him, "But now I think that the time is right for _me _to enter the picture…to reveal to you that sometimes brute strength isn't always the answer. So, when you next face the Vanisher, I shall accompany you myself."

* * *

**Unknown location, possibly somewhere in the state of New York**

Back in the meeting room, the Vanisher explained what was going to transpire later today and where it was going to take place. **Unicorn**, the mutant garbed in orange and dark green, pounded his fist against the table, making it rumble, nodding his head in anticipation, "Dah, vis eez vedi good! Soon, ve'll all be vich and powerful! Noding vill stop us!" He replied, his strong Russian accent clearly presentable in his voice.

"Yeah! Just imagine what we could accomplish with our share of that billion dollars!" The well-educated voice of **Plantman**, the one who was composed entirely of vegetable matter, followed, rubbing his palms together, already thinking what he was going to do with his share.

The **Eel**, garbed in purple and dark-blue, held his hand out beside him, electricity crackling around it, and kept silent, listening to the others bicker to one another before they were silenced by Vanisher.

"Alright, settle down, please! Let's not get too _ahead_ of ourselves! We need to be on top physical and mental form if we want this plan to shift in our favour!"

Now that he'd got everyone's undivided attention, he proceeded to the conclusion of his plan, "As soon as this meeting's ended, I shall inform theChief of Staff at the Pentagon that the "negotiation" shall take place right outside the White House at 3:00 p.m. sharp!"

"But won't they set up a trap for you when you get there?" The Scarecrow enquired, watching as Vanisher pointed to each of them in turn, "That, my dear friend, is why I bringing you with me. For back-up. With all your supreme powers combined, they wouldn't dream of starting a fight right outside the very President's door!"

"Good! Vedi good! I like vedi much!" The others all agreed with the Russian mutant as they left the room to allow Vanisher to negotiate his terms in peace.

This was going to be a very special day for them…and for all of mutant-kind.

* * *

**On route to Washington, D.C.**

As the X-Jet flew almost without sound across the cloudless sky, Professor X was in the front, alongside Cyclops, flying it via his telepathy whilst explaining to his X-Men what was transpiring, "Special Agent Duncan has informed me that the meeting's going to take place at 3:00 p.m. which is exactly 5 minutes from now. Once we touchdown, just follow my lead and stick to the plan. By doing so, there needn't be any conflict afterwards, hopefully."

"And what if the plan should slip somewhat, Professor?" Iceman asked enthusiastically, his hand up as if he was in a classroom.

"You needn't put your hand up, Iceman," Professor X responded with a smile, "And _if_ the plan doesn't go accordingly, then I'm afraid we'll have to resort to brute force. _**But **_only when I'm absolutely certain that there's no other way to avoid it."

Iceman secretly cried a "Wahoo!" in his head, wanting another go at Vanisher for duping them last time while the others shared similar thoughts to their confrontation with Vanisher.

"The White House's in range, sir." Cyclops notified, his sudden voice drawing the other X-Men away from their thoughts, all looking out either side of the X-Jet to see the infamous building coming into view.

"Just remember your roles, my X-Men." The Professor replied softly, still staring out of the front window, his back to them, "I don't wish for this to escalate into an all-out brawl. I want to show the world that not all mutants resort to violence in order to control these state of affairs."

* * *

**Washington, D.C.**

It felt like they were waiting for an eternity for Vanisher to arrive, outside the very residence of the current President of the United States, but when he finally did, all the muscles in the X-Men's bodies instinctively tensed. He'd brought his motley crew, **Homo-Supreme**, who were garbed in uniform much like the X-Men, along with him. Either for back-up or he was most certainly looking for a fight. Which he'd unquestionably get if he tried anything funny.

Vanisher lifted an arm and pointed at the X-Men, who'd fashioned a protective line in front of their leader, Professor X, "I'll give you costumed adolescents exactly ten seconds to push out of here! Remember what happened last time you stood in my way?! This is of no concern of yours!"

The X-Men didn't stir, didn't even budge an inch which made Vanisher angrier, his face flushed red which clashed with his black tattoos, "I've come here for my $1 billion! If the government knows what's good for them, they wouldn't dare _**refuse**_ me!"

And then, suddenly, surprisingly, expectedly, the X-Men stand aside, revealing their leader and teacher Professor X, who was currently unknown to the public at large, to the tattooed villain and his cohorts.

"_The time is now, my X-Men! Assume to your positions!"_ Professor X telepathically informed them before his attention was fully on Vanisher, "_Vanisher_, I shall give you one last chance to surrender to me otherwise I will counter your power with a force which is far greater…far more excessive!"

The Vanisher took one look at the Professor, who looked like to him like a regular average Joe sitting in his wheelchair, then at his _clique_before he burst into laughter, pointing at his _supposed_ vanquisher, "What?! You?! A helpless _**human**_, alone and defenceless, dares to threaten the _**Vanisher**_who has single-handedly defeated the X-Men? You must be either very brave or very _stupid_!"

Professor X didn't react in any way to Vanisher's behaviour, just sat in his wheelchair patiently until the villain had had his laugh, "You may think it funny, Vanisher, but I am not at all as _helpless_ as you might think. _For I am like you_," He said, now entering his mind via his eloquent telepathy, "_A mutant…a mutant who is at this very moment using his powers against you!_"

As the invisible waves of psychic energy bombard Vanisher's mind, the once fearing villain who could do anything, now found that he couldn't move, couldn't even teleport to safety, "Argh! Stop it! Get out of my head!" He squealed, hands cradling his head as though it might stop the constant thumping, dropping to his knees as the thumping continued to exaggerate.

A few seconds later Professor X stopped, he, his X-Men and Homo-Supreme looking down at the mutant known as Vanisher, cowering, seeming to be scared for his life. The once feared Vanisher was now a powerless human, wondering to himself about who he was, who _they _were surrounding him, and what he was doing there.

"Wow! There's something you _definitely_ don't see everyday!" Iceman pointed out, watching as the villain with a black unicorn etched on his front stood in front of the group which the Vanisher had formerly established.

"Vhat you do to Vanisher?" But before Professor X could answer, Unicorn continued, "No matter! Ve're here for da money and if you vink you can stop uz with same trick, you've got another ving coming! Homo-Supreme, attack!"

Thus began the imminent battle; the X-Men vs. Homo-Supreme!

Like his namesake, the Eel pulled his hand back and, by forcing it forward, he unleashed a bolt of electricity that struck Beast square in the chest, the force of it sending the simian-like X-Man hurtling into a nearby car's door, denting it on impact. Nevertheless, thanks to his enhanced durability, his body could withstand such punishment.

Cyclops retaliated Eel's attack with one of his optic blasts, the red concussive beam hitting him in the same place as Beast's, propelling him hard onto his back, knocking the wind out of him.

Meanwhile, Iceman was tussling with Plantman who was using his powers over plant manipulation to call forth thick roots, which broke through the asphalt with its tremendous strength, to wrap themselves around the do-gooder. Thanks to Professor X's training, Iceman managed to fend them off with his ice-blasts, which would encase them in solid ice, but it'd only hinder them for a few seconds. Then the roots would break free and come at him again.

"Guys! A little help here would really suffice!" Iceman called out, blasting another two roots with his ice-blasts but to no avail.

From above, Angel noticed the youngest X-Man's dilemma and swooped down to help. Bringing his fist back, and at this velocity, the punch he was about to unload on Plantman was going to _hurt_, severely. The mutant composed of vegetable matter didn't see it coming. Wham! Sent him hard onto the asphalt but Angel didn't anticipate Plantman's resistance to physical injury, which caused him to get back up, as though he'd never been hit in the first place.

"Hah! You're going to have to do better than that, _X-Man_, if you want to best Plantman!" He shouted brashly, as if he felt truly invulnerable.

Beast had recovered rather quickly from Eel's electrical blast and, with his super-strength, managed to rip off the car door he had just dented, holding it with two hands as he charged at Plantman, "Then how about this, my florid foe!" A second later, he bashed his seemingly smug opponent full-on in the chest and, with additional strength behind the swing, sent Plantman hurling across the air and into the Eel, who was just climbing back onto his feet.

Iceman moved toward Beast, patting him on the shoulder, "Thanks for the assist, Beast. That was a super _cool_ move, if I say so myself."

Elsewhere on the battlefield, Marvel Girl was handling the one they called 'Scarecrow', and she could see why. The guy's costume reminded her of the Scarecrow's in _The Wizard of Oz_, but that was about it. As soon as he advanced on her, she expelled her telekinesis, using her arms for added control as she suspended him into the air. She knew then that he'd be no longer a threat to herself and the others, but how long could she keep him up there? A minute, maybe two? It wasn't going to be good enough and she was already waning.

"What's the matter, girlie? Not strong enough to handle little ol' me?" The Scarecrow oozed confidence as he begun to sink back down to the ground, Marvel Girl having used up all of her mental energy, "Too bad, now it's my turn to have a little _fun_!"

Marvel Girl, as well as feeling weak from using up too much of her power, started to feel dizzy, the effect similar to that of Vanisher's sleeping gas but whatever was assaulting her senses, it had no plans of knocking her out. Suddenly, as though from underneath the very ground, fire erupted like a giant tidal-wave before it started to shape into a giant, fiery bird, like a phoenix rising from the ashes…the exact same one she'd been seeing in her nightmares.

She was screaming 'bloody murder', hands on her head, kicking around on the ground as though she was trying to fend off an invisible attacker.

"Yes! Give in! Let your _fear_ take over you!" Scarecrow coerced cruelly, his voice reverberating, pounding in her brain, making it feel like it was about to explode.

"Nnnnoooo! Stop it! Please, get it away!" Marvel Girl screamed, her eyes wide as she saw the 'phoenix'-like bird looking down at her from above, eyes glowing brighter than its fiery body.

In the air, whilst dodging Unicorn's force blasts, which emitted from the white disk on his forehead, Angel saw Marvel Girl's quandary and swooped down to grab hold of Scarecrow. Maybe it might throw him off and return his fellow team-mate back to her senses.

The Scarecrow, however, felt an instinct to swerve around and saw Angel diving toward him, "Nice try, but no cigar, kid!" His arms were raised and Angel was struck with the same fear-induced pheromone that Scarecrow had used on Marvel Girl.

The winged X-Man plummeted the rest of the way down to the tarmac, hitting it hard on his side, screaming out like Jean was doing, something about his wings falling off and not being able to fly ever again.

This was getting intense. Two X-Men were down, by the same evil mutant no less, and the other three were gradually losing against Unicorn, Eel and Plantman. Professor X, who was sitting on the sidelines with an amnesiac Vanisher, needed to do something if he wanted his X-Men to come out of this…alive! With both index and middle fingers, on both hands, pressed against his temples, Professor X unleashed a telepathic force-bolt powerful enough to knock Scarecrow into unconsciousness.

"Ugh!" The villain uttered, before he collapsed onto the tarmac where he stood, Professor X's mental attack made sure that he wasn't getting back up anytime soon.

"_Beast, attend to Angel and Marvel Girl! You're going to need their help now in order to stop the rest of them!_" Came Professor X's telepathic voice as it entered the mind of Beast, who was still busy dodging Eel's electrical blasts with numerous jumps and handsprings.

"_On my way, sir!_" He responded, back-flipping en route to his team-mates, who've managed to sit upright, but were feeling extremely weary from Scarecrow's pheromone assault.

Kneeling next to Marvel Girl, he helped her carefully to her feet, still feeling slightly light-headed, before she signalled him that she was alright and should tend to Angel, who was still lying on the floor a few feet away, his wings outstretched to their fullest.

"Angel? Angel, are you alright? Can you hear me?" Beast asked, shaking him gently by the shoulders, breathing a sigh of relief when Angel finally mumbled and open his eyes, his deep blue eyes shining like diamonds in the Sun.

"Hey there, big guy. Did I miss much?" The smirk alone brought a smile to Beast's face as he helped his winged friend to his feet, right arm wrapped round him for support.

"Not much, but we're needed now to take down the rest of Homo-Supreme…Cyclops and Iceman are giving them their all but they need us to finish the job." He pointed in the direction of the skirmish, just in time to see Cyclops diving out of the way of Unicorn's beams of microwave energy, which was melting everything it hit, and Iceman erecting an ice-shield between himself, the Eel and Plantman.

Marvel Girl situated herself between Angel and Beast, hands on their shoulders, "Then what are we waiting for, boys? Let's show 'em what the X-Men are really made of!" She winked before leaving the stunned teenagers behind, returning to the fray with her arms raised and grabbing hold of Plantman's roots telekinetically, which were trying to ensnare Cyclops. With the reminder of her mental strength, Marvel Girl gestures her arms left and right, until the roots had ensnared Plantman instead.

Angel took to the air once more while Beast hurried along below on all fours, both still amazed by Jean's boost of confidence, and not wanting to question it, follow her into the fray. Angel, using his aerial manoeuvrability, evaded Eel's electric blasts once more, even bragging that he could do it all day, before grabbing the electrifying mutant under the arms and flying him up into the air.

However, like before with Plantman, Angel didn't anticipate Eel's other abilities, finding them out the hard way when he was charged with a small burst of electricity, emitted from Eel's very body. The abrupt shock caused Angel to let go, falling back down to earth while Eel landed safely on his feet.

Luckily, it wasn't a huge shock and Angel managed to recover himself before he hit the ground, soaring back up into the air and on pursuit of Eel, who was being attacked by fellow team-mate, Iceman.

"You X-Men cannod possibly vin! Ve are too much for you!" Unicorn proclaimed, using his super-human strength to rip out a nearby lamppost from the very pavement and using it to try and squash Cyclops.

What Unicorn didn't know, because he was too busy fighting with Cyclops, was that Eel had just been taken out by Iceman, Angel and Marvel Girl, using their powers together to overwhelm the slippery mutant.

"I'd check up on that theory if I were you," Cyclops informed confidently, joining the others as they gathered together, "Because I think you're outnumbered 5/1. It's your choice if you want to fight with those odds." His visor seemed to gleam a bright red, a finger on the stud, ready to be pressed if Unicorn so much as stepped an inch forward.

Unicorn, knowing that he was truly outnumbered, as his comrades were scattered about the street and Vanisher was no longer a means of escape, turned to an alternative means. Pressing a button that was situated on his belt, it started off the high-efficiency electric micro turbines in his boots, which allowed him to fly.

"Until next dime ve meet, X-Men!" He then disappeared over the rooftops of the nearby buildings and the costumed youngsters cheered in victory, some even giving each other "high-fives".

Approaching them with the amnesiac Vanisher by his side, Professor X praised them with a smile on his face, causing several wrinkles to appear around the corner of his eyes, "Well done, my X-Men! You've managed to maintain the situation without casualty or with much collateral damage."

Cyclops shrugged his shoulders, a hand rubbing the back of his neck as though in a nervous gesture, "Well, we couldn't have done without you, sir."

"Yeah," added Iceman, pointing to the Vanisher, who was too busy looking around his surroundings to listen in in their conversation, "If it weren't for you taking care of him and that weird Scarecrow guy, we wouldn't have had the chance."

Professor X had to agree with that as he nodded, "Just remember, X-Men…the greatest power on Earth is a power we all possess…the power of the human brain! Now," he turned himself around and, with the help of Beast, made his way back to the X-Jet, with the rest of the team following shortly behind, "We must now depart. Special Agent Duncan has just informed me that the law enforcement and his team are on their way to this location to apprehend Homo-Supreme. I also sensed the Presidential Guard approaching."

"What about the rest of them? Won't they be able to escape before they get here?" He heard Iceman ask, as they climbed up the ramp into the X-Jet, it closing when they were all inside.

"Don't worry about them, Iceman. I'm keeping them at bay with induced paralysis. They won't be going anywhere unless I release them."

As Professor X settled up front with Cyclops, Iceman and the others took the passenger seats and buckled up. The console hummed into life, lights flashing as the Professor started it up with his telepathy. A feat that still astounded the young teens even now.

On their way back to the Xavier Institute, Professor X mentally assessed the X-Men's latest mission with Homo-Supreme and couldn't have been more proud of their progress. They handled the situation like a team, and for understanding today's lesson, Professor X was going to treat them to something special…

…He just had to find out what, living in this day and age…

THE END OF ISSUE 2

* * *

Enemies:

**Vanisher** AKA **Telford Porter** - A mutant who has the amazing ability to teleport from one place to another by mental thought. The distance he can travel has yet to be determined. He's also the founder of the recently disbanded "Homo-Supreme", firm believers of Magneto and his vision of mutants living "above" those who are inferior…namely Homo-Sapiens.

**Unicorn** AKA **Milos Masaryk** - A former Soviet intelligence agent who defected to America after accepting Vanisher's offer to join his group of super-criminals in the name of Magneto. Being a mutant, Unicorn wields superhuman strength (able to lift 15 tons), stamina and durability. He also wears headgear equipped with an energy projector that allows him to project concussive energy blasts, lasers, and microwave energy. He also wears a pair of boots that are equipped with twin, high-efficiency electric micro turbines that allow him to fly.

**The Scarecrow **AKA **Ebenezer Laughton** - He was an circus escape artist and contortionist in his younger days before his mutant powers started to manifest. He found out that his body can produce a mutated pheromone that affects the adrenal glands of people and higher animals (even crows) within twenty feet of him, causing a sensory overload which triggers a panic attack. The same pheromone affects the Scarecrow's own adrenal system, giving him superhuman strength and stamina.

**The Eel **AKA **Leopold Stryke** - Technically, the Eel isn't a real mutant. He only said he was so he could join Vanisher's team because he said that they'll be stealing money to prove Magneto's point that Homo-Superior should rise about those that are inferior. Having made his own costume, it enables him to generate short or long bursts of electricity which allowed him to fire electrical bolts and give off blinding glows. It's also set up with an electric current in the costume that shocks anyone who touches it.

**Plantman **AKA **Samuel Smithers** - A mutant completely composed of vegetable matter, his powers enable him to manipulate all kinds of plant life into doing his bidding. His current form also allows him limited superhuman strength and high resistance to physical injury.


	4. Beware Blob! The Immovable!

**Issue 3**

**Xavier's Institute for Gifted Youngsters, Salem Center, Westchester County, New York**

After dealing with Magneto, the Master of Magnetism, and Vanisher, along with his motley crew of evil super-mutants, Professor Xavier decided that it was about time the X-Men had a little break. A day out perhaps, somewhere where his students could unwind for a change, not having to worry about the evils of the world. If only for a while at least.

He considered this while he watched them training in the Danger Room from the safety of the control deck up above. He'd set their morning session to test what they'd learned so far, and for the most part, they were succeeding, but, thanks to a little thing called 'Fate', that could change in a matter of mini-seconds.

Down below the X-Men found themselves pitted several cannons that were strategically positioned around the Danger Room, shooting at them from all directions with sandbags, and seemed to be no end of them. At one side of the large room, Cyclops was incessantly pressing the stud on his visor to release as many countless energy beams from his eyes to deflect them while Marvel Girl utilized her telekinesis to manipulate and toss them aside.

However, just as she grasped the next dozen sandbags, using both hands for better control, Jean could feel that her powers were putting a great strain on her mentality, making her feel woozy, "Cyclops! I don't know if I can carry on," she called out just as she was chucking the sandbags aside.

Marvel Girl didn't think she could deflect the next set of sandbags or have time to dodge out of the way as Cyclops noticed the hesitation, "Marvel Girl! Look out!"

Cyclops, forgetting about the training session and concentrating more on Jean's safety, dove in her direction, successfully "spearing" her out of harm's way, and manoeuvring so that she landed on top of him instead of vice versa.

"Ooof!" puffed Cyclops as Marvel Girl pushed herself up, supporting her weight upon both palms, and looking down at the visor that shielded Cyclops' power and his eyes behind it, "Oh Cyclops, are you alright? You're not hurt are you?" There was obvious concern in her voice as she asked.

Cyclops then took that moment to let out a small laugh, but sounded more like a cough as Jean, being on top of him when they landed, sure knocked the wind out of him, "I'm fine, Jean. Just had the air knocked out of me, that's all." He then mentally cursed himself for referring her by her real name, and not her codename.

Just then Iceman appeared on the scene, using his cryo-kinetic powers to erect an ice-shield to protect them from the ongoing assault, "If you two are finished playing a scene from an incredibly mushy chick-flick, for e.g. The Notebook, we've still got a training session to wrap up."

Marvel Girl, still on top of Cyclops, whipped her head around, her red hair slapping her face as she did, her green eyes narrowing at the youngest X-Man, as though she was daring him to joke some more, but luckily he didn't. Instead he headed off into Angel and Beast's direction, eager to help them out than being in the proximity of Jean in her current state.

She soon eased up when he scarpered, and climbed back to her feet, stretching out her hand to help Cyclops onto his, "Ready to continue?"

"Lead the way," he smiled, astonished at the fact that, one minute she was practically on her knees, her mind feeling extremely exhausted, but then in the next it was like she was running on full juice again.

Elsewhere in the Danger Room, Angel was literally "dancing" around in the air, evading the launched sandbags that were trying to put him and Beast down, his wings flapping in a gentle rhythm to keep him afloat. From where he was buoyant, he could see Beast dodging the sandbags with the use of his simian agility, flipping onto them with relative ease before jumping onto the next one. To Angel, it appeared as though Beast was mocking the Danger Room itself.

Suddenly, a sandbag came soaring through the air at such a speed that Angel was lucky that it didn't his head. It actually missed him by a hair's breadth. "Whoa! That could've knocked my block off!"

Don't hestitate for a second, Angel! Professor X warned telepathically, They'll always be dangers around every corner and you must be on your guard at all times!

Gotcha Professor! Won't happen again, sir, the voice inside Angel's head answered, this time managing to dodge the flying sandbag with no effort at all.

"I do believe it's about time this session's brought to an end," Beast replied, mostly to himself, still using the sandbags as leverage as he progressed closer to the main cannon, which remained on the far side of the Danger Room, in between the other two cannons situated on the walls to its left and right. If his evaluation was correct, and most of the time it was, if he could disable the main cannon, it would automatically shutdown the other cannons simultaneously, thus ending the session.

Using his powerful leg muscles, Beast pushed off the previous sandbag fired, and somersaulted into the air, endeavouring to use the momentum when he plummeted to crush the cannon beneath his feet. Just as he was seconds away from achieving his goal, the cannon pulled a fast one on him, firing a red laser beam from a secret slot on its top, hitting Beast's chest head-on.

"Unnh!" Beast growled, not expecting that at all as it sent him crashing down onto the floor, landing hard on his back, knocking the wind out of him.

"Beast's down!" Cyclops informed just as he fired off an optic beam that obliterated a sandbag that was coming toward him fast. "We need to end this now before anyone else's taken out so we need to follow Beast's lead by taking out that main cannon by any means necessary!"

The X-Men took that command as their cue; Angel nose-dived, wings folded onto his back, allowing him more freedom to evade the sandbags effortlessly as he made himself the bait. Using this to their advantage, Iceman began blasting them with ice, cause them to shatter once they connected with the floor while Marvel Girl gathered half a dozen or more telekinetically, and threw them to one side.

It was working. At the start of the session they'd felt overwhelmed, but not that they were working in unison, fending them odd, they found it to be a lot easier. Once they'd reached the main cannon, Iceman hastily flash-froze it so it couldn't use it laser beam before Cyclops finished it off by pressing the stud on his visor once more time to emit a beam of his own to completely destroy their target.

"_**Training Simulation No. 2.7 complete. Main target eliminated**_," the Danger Room's computer corroborated, what was left of the main cannon disappearing beneath the floor as the other two withdrew into the walls.

Now that the simulation was over, the X-Men all seemed to breathe a sigh of relief, Iceman and Angel helping Beast to his feet, who was feeling a little woozy after getting hit by the laser, "For a laser that only stuns, it sure does pack quite a wallop, no?" Even though his impressive bulk granted him heightened durability, his chest still ached where the laser struck him, but it didn't worry him. The throbbing would pass in due time.

Well done, my students, Professor X congratulated telepathically from above, I can see that you've all mastered the basics of your powers, and can work solidly in a team. **But**, I must admit that **some **of you are also acting thoughtlessly, thinking that you can accomplish any task on your own, but in actuality, you're only endangering yourself, and the people around you. They'd noticed that he didn't mentioned whom he was referring to, but a certain pair had a clear notion.

Nevertheless, now that I've had my say, and that this session's completed, I can safely say that they'll be no more sessions for the remainder of the day. You can use the time to do whatever it is you wish.

The X-Men thanked him simultaneously before heading out of the Danger Room through its only door, sliding open before closing behind them.

**

* * *

**

Half an hour later

After they'd retreated to their dormitories, cleansed their bodies of the sweat they'd gathered from training with nice, long showers, and clothed into their casual clothes, the X-Men gathered together in the entrance hall of the mansion, waiting for one another until they were all present. Seeing as Professor Xavier had given them the rest of the day off, they'd all decided amongst themselves that they were going to spend it down at Coney Island, seeing as it was the right time of year to do so.

Just before they were about to leave, Professor Xavier exited the small elevator that'd brought him up from the subbasement, a concerned look on his face. They all immediately picked up on it, knowing that the news thet were about to receive wasn't going to be good, and probably meant that their day off was officially over. They all looked in his direction, ready to return to their rooms, and "suit up" if need be.

"I don't mean to infringe on what you all have planned, but Cerebro's detected a rather significant mutant by the name of Frederick J. Dukes within the confines of Coney Island."

The X-Men's curiosity was peaked, Scott being the first to ask him, "Significant? How do you mean, Professor?"

The Professor supported himself on his elbows, his hands pressed together as though he was in prayer, a gesture the others knew meant that he was thinking, "Well Scott, it seems that he has the uncanny ability to become completely immovable, as well as wielding the combined capabilities of superhuman strength and invulnerability, but to what degree, I do not know. Fundamentally speaking, my X-Men, he could be a very dangerous mutant if influenced by a certain someone."

Even Bobby knew exactly who the Professor meant, "Magneto, you mean. Him with his "Mutant Superiority" attitude he seems to be spreading around." He smiled at what he'd implied, even emitted a small laugh, but the others didn't seem to find it as amusing as he did.

The Professor looked up to him, "In a matter of speaking, yes Bobby," his attention now on the rest of the team, "From probing his mind, Frederick's not utilizing his powers in hostility, rather he's demonstrating them in a series of rather dangerous acts that would effectively kill a normal human being just to earn an honest buck."

"What would you like us to do then, Professor?" Scott asked, his tone of voice now in serious mode, "Do you want us to suit up? Go as the X-Men?"

The Professor shook his head, "No, but take them with you. In your civilian guise you'll appear more gregarious to him as you're convincing him to join our cause, **but **if he becomes in any way hostile, I'd suggest you find a way to change into your suits, and let the X-Men handle him."

Everyone was a little disheartened that their day-off was going to be part mission, but Bobby seemed the only one to be excited about it, "Wahoo! We've got ourselves another mission!" but before the Professor could correct him, he was already up the stairs, heading into his room to fetch his suit.

Warren shook his head, a smile on his face, "I swear that kid lives for action!"

The Professor sat up in his wheelchair, a smile also on his face, "So it appears, but the X-Men's not just about exploiting action. We're also endeavouring to make this world a better place for mutants and humans alike via communication. Out cause won't succeed otherwise."

"And I'm sure Bobby knows that Professor," Jean sympathised, "but as we all know by now, his enthusiasm for action mostly gets the better of that. Don't worry, though, we'll make sure to keep him in check." She then smiled down at him, it seeming to make the hallway a little brighter.

"And be sure you do. I don't want this to escalate into something we won't be able to control. Be sure to keep it simple, don't arouse any suspicion. Bring Mr. Dukes back here, and then we shall go from there."

Scott stood up, his back straight, "Understood Professor, we'll collect our suits, and be on our way. We shall have Dukes when we return."

Just before he left with the others, the Professor grabbed Hank's attention, "And I'd advise you to take one of the bigger vehicles. You'll know what I'm talking about when you get to Coney Island." After saying that, the Professor wheeled himself in the direction of his office, leaving the intellectual X-Man in a state of confusion as to what he'd just said, peaking his interest just that little bit more.

* * *

**Coney Island, New York City**

After nearly half an hour waiting in traffic, the group of teenagers finally reached their destination. A good thing too as Hank was about ready to rip the steering wheel off, and throw it at the next vehicle that passed them.

Before he'd joined the X-Men and was still in high school, being 16 at the time he decided to learn how to drive, and in short of a month, he passed it with flying colours. Now, in addition of being one of the X-Men, Hank would also have to drive himself and the others to places they obviously couldn't go to in the X-Jet, like Coney Island for instance, and until they learned how to drive themselves, he was pretty much stuck in that role.

"Here we are, boys and girl, Coney Island." Hank announced as he parked the bottle-green **1999** Ford Explorer Sport Trac in one of the few empty spaces nearer the entrance before shutting off the engine. As they all climbed out, Hank slipped the key into the lock and turned it to the right in order to lock the other doors as well.

They could see, being that time of year, that Coney Island was as busy as ever, brimming with all matter of life.

"Now, remember the assignment, people," Scott mentioned, looking around in their current vicinity to see any sign of this Dukes guy, but having no such luck. "We go about our day as usual, but we need to keep a sharp eye out for Frederick J. Dukes. If he's doing what the Professor had said he was, he can't be that hard to find. Alright, let's go."

As the others nodded in agreement, Warren, Bobby, and Hank headed off down the wooden walkway that lead to the pier, mingling into the crowd, eventually heading in different directions while Jean stayed behind. "Scott? Is it alright if I stay with you? The crowds are a little overwhelming, and I'd feel a lot safer if I was with you." She asked, that dazzling smile which bared her stunning white teeth, making Scott's heart beat a little faster.

Scott couldn't help, but smile back, "Of course you can," he answered simply, lifting his left arm up, and bending it so Jean could hook hers around I, "Where would you like to go to first?"

Jean placed her left index finger on her bottom lip, the usual gesture for someone who was thinking, and uttered with a grin, "I'm hankering for something light, fluffy, and incredibly sweet."

**

* * *

**

Meanwhile, elsewhere on Coney Island

"Can I have your full attention please, ladies and gentlemen!" The barker's raucous voice exclaimed, who was standing in front of a large tent that was white in colour with thick red and yellow stripes. He was a tall, rather thin man with Fu Manchu-style moustache, and was garbed in a bottle-green topcoat and tails - which was decorated with black stars - same goes for his boots, and wore dark crimson trousers. Upon his head, he wore a black top hat with a swirling pattern on its front.

Some of the people were paying attention, but most of them were obviously ignoring him, transfixed by the "grander" attractions elsewhere. If need be, he'd have to utilize a more "persuasive" incentive.

"You may have seen many wonders in your life…the Pyramids of Giza or the Grand Canyon, for example, but have you seen something so uncanny, your mind won't be able to comprehend it?"

The people looked at each other, brows raised in confusion, obviously the barker's pitch had peaked their interest, muttering amongst themselves about what he might have in store for them.

"Well, I won't have you waiting in anticipation any longer!" He then moved out of the way to the entrance of the tent, pulling the entrance flap along with him to reveal them the next wonder, "Let me present to you, the one, the only, the unbelievable marvel of the 21st century! The Invulnerable! The Immovable! **The Blob**!"

From within the tent, out emerged the wonder known as Blob, and the onlookers gasped in bewilderment. The guy was easily over 6'5", perhaps even taller, and was terribly obese. Some of the people even wondered how he was still breathing. He also had short brown hair, eyes to match, wore a large, black leotard with a thick, yellow belt around the waist, and a pair of black boots to finish the ensemble.

He was followed by a woman who was of average height, had shimmering green eyes and auburn hair that fell to her shoulders. She also didn't look like she belonged with this sort of troupe; with her voluptuous physique clothed in just a body-hugging green leotard, but it was the huge rock python that she had positioned on her shoulders and had coiled itself harmlessly around her waist.

At her side was an incredibly muscular man that could be just as tall as the Blob, wore a one-strapped leotard that was coloured in horizontal yellow-and-black stripes and red boots. The garb made most of the crowd think of wrestlers back in the '80s, most likely Andre the Giant or Nikolai Volkoff.

"What we are about to demonstrate," the announcer began again, "with the help of Princess Python," who waved at the crowd with her large pet snake, "and Bruto the Strongman," who bowed at them, "is how awe-inspiring Blob's feats really are. My helpers will use their talents against him when I give the word, and I can guarantee you that he won't be harmed."

Most of the women gasped in horror, hands over their mouths as Princess Python stepped forward, aiming her rock python right at the Blob. "Alright Princess Python, when I give the word, set your loving pet upon him!"

The snake-charmer nodded simply, her lips curving into a grin, as though she loved what she was about to do, but others were waiting in both anticipation and shock as to what was about to happen.

"Set her loose!"

At the command, Princess Python unleashed the snake upon Blob, who did nothing to block or stop it from coiling itself around his corpulent waist in an attempt to squeeze the life out of him. For a few minutes, the snake endeavoured its best, but the Blob's body was like putty and it ultimately failed, slithering back to her master, who petted her affectionately and promised her a nice meal when this was over.

"What do you think of that, folks? A feat that would've easily killed a man, yet has the Blob still standing. Next up is Bruto, who's going to demonstrate just how durable and immovable the Blob is!"

His act with Princess Python had now gotten everyone's attention, even those who weren't really interested, even the X-Men's who were now watching Blob's performance, one of them holding some pink candy floss.

"We'll go talk with him after the show's over," Scott instructed, Jean's arm still hooked around his, leaning closer tom him as the scene that was about to unfold was too much for her, "Oh, I can't watch."

"On three Bruto! One…two…THREE!"

As soon as the number was uttered, Bruto turned to face a large weight that looked too big and heavy for any normal man to lift, but then again he, like his other associates, wasn't entirely human, and he lifted the tremendous weight over his head. The crowd gasped in amazement as he kept it up without showing any signs of fatigue. The X-Men gathered that Bruto wielded some amount of superhuman strength, but couldn't clarify how much he could lift.

Facing the super-strong man, Blob stamped his feet into the ground, small craters forming beneath his feet as he utilized his immovability, readying himself for Bruto's attack. Waiting no longer, the strongman threw it straight at Blob, in an attempt for it to throw him back or at least squash him, but it did neither.

As soon as it neared Blob, he raised his hands up to block it, and using his own super-strength, he forced it down in front of him, hitting the floor with a tremendous rumble. Everyone, including the X-Men, were amazed to say the least. He'd not only stop a massive weight from crushing it, but he managed to do so whilst standing in the exact spot. Not even an inch. That was truly incredible! There was complete silence within the area. Then it erupted with clapping, and cries of astonishment such as, "He truly is immovable!" and, "That's unbelievable!"

"Okay, people! The Blob shall be right back after a short break, showing you more of his uncanny talents!"

This was the moment for the X-Men to pursue their next task, "Alright, come on. Let's have a little talk with Dukes," Scott replied, leading them in the direction of the Blob's trailer, which was actually a modified container off the back of a semi, and situated on the beach beside the boardwalk. Which was probably convenient seeing the size of the guy.

Jus before Scott was about to knock on the metal door however, Jean stopped him, her hand on his shoulder in a gesture for him to stop, "Scott, let me talk to him. I don't like to say it, but with those glasses, you do look a little intimidating. Might send him the wrong way."

Hank stepped forward and agreed with Jean, "I do believe that she's right on this one, Scott. A little feminine charm could help us gain the Blob's trust that we so indubitably need."

Scott didn't like where they were going with this, but they did have a valid point. They needed to convince Blob onto their side, and they needed to do it without causing any trouble or bringing any attention to themselves. He still didn't like the idea though.

"Alright, I can see your point, but I'll accompany you so at least you'll have someone watching your back if the Blob tries anything."

Jean let out a small laugh, accompanied by that addictive smile again, "Oh Scott, always my knight in shining armour," she spoke softly, earning a slight blush from the team leader, whispers and smiles from the others. She then knocked on the door as hard as she could, all of them hearing it echo similar to that of a cave.

"Hold your horses, I'm comin'!" A hoarse voice exclaimed, obviously Texan, followed by loud stomps as he made his way along the container, causing it to shake also, the X-Men worried for a moment that it might topple over.

A minute later one of the two doors opened outward, Jean and the others having to take several steps back so as not to get bit by it, and there stood Blob, out of his ridiculously large leotard and into something which he deemed comfortable…a grey cotton vest with a flaming skull etched on its front, charming, a pair of grey jogging bottoms…all of which was obviously in the biggest size he could get. However, his feet were left bare. Jean introduced herself and Scott, who just gave Blob a short nod, who in turn replied with a huff.

"I was hoping if we could take a few minutes of your time, is that alright?" she asked benevolently. The Blob just stood there, his mouth slightly agape, and his eyes seemingly fixed on her, making her feel somewhat awkward, and regretting her decision to take Scott's place. The moment soon passed as Blob's voice thundered, "Sure, sounds mighty fine at me, cutie."

As soon as Scott's ears picked up Fred's choice of an endearment, he clenched his hands tightly into fists, having to fight the urge not to unleash an optic blast right in his face, but just as quickly came to his senses. Letting loose his powers in such a confined space like Blob's trailer could prove catastrophic, and of course could severely harm his team-mates.

"The name's Fred, by the way," he introduced himself, as everyone only knew him as "The Blob". He watched Jean enter his trailer, her eyes looking all over the place, seeming to take everything in. There were several posters decorating the metal walls, most notably Metallica, Linkin Park, Korn and a band called Rammstein. It pretty much said what his tastes were in music, but they definitely weren't Jean's. Also situated on one side of the trailer was a large, soft armchair, a large TV, a cable box, and a games console. An extremely large bed was lent up against the wall, but there was no bathroom or, indeed, a shower.

He most likely does his business elsewhere, Jean though as she moved around the room, taking in everything that was Fred Dukes, which wasn't much to be honest. Just any ordinary guy who happens to wield extraordinary abilities like herself and the others.

"I'm not going to waste your time Fred so I'm going to go straight to the point of my visit," Jean said as she turned to face the large mutant, folding her arms over her chest, "Do you like it here? At the carnival?"

Fred scratched the back of his head, shrugging with his broad shoulders, "I dunno…I guess so. Some of the others are total douches, but the pay's good, and I can eat as much food as I want."

"But don't you want to be more than just a circus sideshow to those people outside? Don't you want to prove to them that you're more that jus that?" Jean asked, wondering what he actually saw in living this kind of life.

"Why should I, green eyes? When I was growing up with these abilities, which gave me my enhanced height and blubbery mass," he began, gesturing to his obese figure, "I had nowhere ta go and no-one ta turn to because they were either disgusted or frightened of my new appearance. That is, until the boss approached me, and offered me a place on his circus sideshow where all my past torments would long gone. And he was right. Now, I'm deemed a star in this business, and those who once mocked me, now adore me. What can you possibly offer me that could top that, doll?"

Jean was starting to tire of the endearments he was throwing at her, and could've expressed it by using her telekinesis, but knew it in herself that she wasn't strong enough to do that. The moment soon passed though, her focus back on winning Fred over.

"Better accommodation, for one," she now gesturing to the trailer that he was currently living in, "and a place where your abilities will be truly appreciated. Fred, you demonstrated an amazing ability back there. Think of what you could accomplish if you were to use them for a better cause where they would actually mean something to people instead of exploiting them like you're doing now. All I'm asking is for you to just come with us, and meet with the person who found you, who found all of us, and listen to what he has to say. Okay?"

It seemed like ages waiting for his response, but eventually Fred looked up from the floor, and smirked, "Alright, you've convinced me. But just because you've sweet-talked me inta comin' with ya, doesn't mean I'm gonna accept the guy's offer…whatever it might be."

He then turned away from Jean, and headed for the door, the others quickly moving out of the way when it looked like he was about to barge through them on his way out.

"Where's ya means of transport, Slim?" He asked Scott who, like Jean just moments before, wanted to unleash his powers upon him for his extremely bad attitude, but thought against it. They were here to bring him to the Professor, not to indulge in some meaningless fight that could bring about the wrong message.

"Just follow these three," Scott thumbed in the direction of where Warren, Bobby, and Hank were standing, the trip practically hearing the resentment he had for Blob in his voice, all three feeling exactly the same way. The guy's conceited approach was deplorable, and the four boys questioned within themselves what the Professor could possibly see in him to think he could be 'X-Men' material.

As Fred followed the three en route to where they'd parked the Ford Explorer, Jean come close to Scott from within the trailer, a small smile forming on her lips as she placed a hand on his shoulder, "He's quite the charmer, isn't he?" She said with gentle teasing, "I just hope my interrogative skills weren't spoken in vain. I was just going with the flow, and I don't think I can come up with something that could top that."

Scott smiled behind his ruby-quartz glasses, "You handled it like a true X-Man. The Professor would be proud, if he were here to witness it that is," but what he intended to say was that he was proud of her, his heart beating a little faster as she passed him on her way down the steps of the trailer, smelling her heavenly fragrance that seemed to surround her like an aura.

"Scott, are you coming?" He heard her ask, looking in her direction to see that smile still etched on her face, looking stunningly beautiful.

"On my way," he replied simply, a grin to match hers as they hurried up with the others back at their vehicle, and to the mansion where they'll find out whether Fred can cut it as an '**X-Man**'.

**

* * *

**

Xavier's Institute for Gifted Youngsters

Emerging from the garage, thinking that they wouldn't be able to make it with the Blob's weight and all, they were immediately welcomed by the Professor who instructed them to change into their uniforms, while he gave Blob a tour of their home.

The tour didn't take as long as it should've because Professor Xavier was eager to observe what "The Blob" was really capable of with a series of tests composed in one particular room, "And this, Fred, is what we call The Danger Room."

Having been bored out of his mind with the tour of this place, the mention of the word 'danger' drew his attention, "The Danger Room, huh? That sounds pretty cool," he said with an obviously pleased tone in his voice, the smirk on his face expressing what he felt. "Is it truly dangerous?"

The Professor could sense the overconfidence in Fred's voice, his body language, and knew that he was going to be trouble, but, no matter how difficult he was going to be, he at least deserved a chance to prove that he could be an X-Man.

"No, it is not." Prof. Xavier replied rather promptly, knowing exactly what Fred was thinking, even without exploiting his telepathy, "The Danger Room's a training facility where almost anything can happen to challenge my student, to help them hone and control their abilities. It can be rather overwhelming if not careful. It is where your capabilities will be tested within a series of exercises best suited for you."

The Blob grinned broadly, punching his fist into his palm, cracking his knuckles, "'Bout time, Prof. I was wonderin' when we were getting to the action!"

"Then please, enter through here, and wait as I make my way to the control booth above," Prof. Xavier gestured to the steel doors, watching as they opened sideways when Fred approached them, closing behind him when he'd entered further into the room. He then took this moment to bow his head, still worrying about whether this was a good idea or not.

"Professor? Are you okay?"

He glanced up when he heard Scott's concerned tone of voice, seeing him and the rest of the team fully garbed in their black-and-yellow X-uniforms. All of them sporting the same anxious expression as their team leader.

"Yes, yes I'm fine Scott. Just speculating on whether this is a good idea after all. I mean, Fred could be a commendable addition to the team, but his overconfidence and his thirst for action troubles me. It even rivals yours, Bobby."

The younger X-Man was about to defend himself when he saw the worry clearly written on his teacher's face, and it soon passed. The Professor then turned on the spot, and wheeled himself in the direction of the elevator which led up to the observation deck-cum-control room.

"I'll have to put that aside for now. In the meantime I want you all to join him in the Danger Room," he instructed, reversing into the elevator, "If my assumptions are indeed correct about his overconfidence, you are the only force that can stop him, but even I doubt that, with the abilities that he possesses." He then disappeared behind the sliding doors, the X-Men hearing the silent humming of the elevator as it took him upward.

"Wow, thanks for the vote of confidence," Bobby murmured, everyone feeling the same way, but not voicing it.

Scott looked to his fellow team-mates, swapping his ruby-quartz glasses for his battle visor, making sure his eyes were closed in the process, "Come on guys, you heard what the Professor said."

Pulling on their masks, they all followed Scott into the Danger Room, all seeming to speculate what was about to happen inside at the same time…

**

* * *

**

The Danger Room (2 of 3 exercises completed)

"That's quite impressive Blob," Prof. X commended from the intercom after witnessing the large mutant lift a holographic representation of a barbell, its density had been increased to that of a hefty 30 tons. "I have reason to believe that your pliable body is capable of withstanding any number of attacks, making you near enough invulnerable. Now I believe it has also granted you with tremendous super-strength. Now for your final test; your immovability."

The Blob threw the barbell aside proudly as it dissipated into thin air, the Danger Room constructing into his next, final test. Once the room had finished changing, Blob and the X-Men found themselves standing in what appeared to the Serengeti Plains, complete with short grass and trees scattered about. In the distance, they could even see herds of animals which consisted of blue wildebeests, gazelles, zebras, and buffalos.

"To truly test your immovability, let's see how you fare against a charge from the heaviest mammal on land, the African Elephant!" Prof. X proclaimed, pressing a button on the console which produced a holographic representation of the said mammal, charging at full pelt at the Blob.

The large mutant didn't seem scared nor fazed by the imposing elephant's mighty charge, instead stomping his feet into the ground and bracing himself, much like in the same way as a sumo wrestler. The elephant trumpeted loudly with its trunk raised high, ready to knock him down with its charge, holding an average weight of 13 tons behind it.

What seemed like a second later, the two behemoths connected, the sheer force of the connection causing a shockwave that near enough knocked the X-Men off their feet. When they look back at the clashing titans, they could see that the Blob had managed to halt the elephant on the spot, gripping it via its long tusks, it having failed to move him from his specific spot.

"HHHIIIRRRAAAHHH!" Blob let loose an almighty holler, using his amazing strength to up turn the mighty land mammal onto its side, just to prove how formidable he was.

"Whoa!" Iceman gasped, "Did you see that? Blob's really strong, isn't he?"

The others couldn't voice their answer, too amazed of his display of super-strength and immovability. Professor X was also amazed at Blob's aptitude, but he managed to respond, "Simply remarkable, Blob! You really are one of a kind! Not only do you possess superhuman strength and an extraordinary resistance to physical injury, you've also proven that you're truly immovable!"

The Blob scoffed smugly, "Yeah? Well I coulda told ya that in the first place! Are we about done 'ere? Because if ya done wasting my time, I'd best be getting back to the carnival before the boss fires me or somethin'." He was already heading for the door as he was saying this.

The X-Men were aghast, standing by the sidelines with open mouths, and the irrepressible urge to teach this guy a valuable lesson on manners. "This dude's got a serious attitude problem!" Iceman stated out of nowhere, "Permission to give him a lesson in manners, Professor?"

Even though he could sense that that the Blob was a formidable opponent for his X-Men, he was eager to see how they'd fare against him. Already gaining victory in the past endeavours against Magneto, and Homo-Superior.

_Permission granted Iceman, but be careful. The Blob's as dangerous as he is mighty_, warned the Professor telepathically, watching the scene unfold from above as the youngest X-Man stepped forward, his hands raised out in front of him.

"Think you're tough? Let's see you break out of this!" Iceman then blasted the Blob's feet with sheer cold until they formed chunks of ice. _That'll stop him! No-one can get out of that!_ He told himself, but gasped in absolute disbelief when Blob shattered them with a meagre gesture.

"Was that supposed to stop me?" The Blob asked incredulously, "Didn't even tickle." The sneer was back on his face, which suited his ego just fine.

"Enough!" shouted Professor X from up top, looking down on them with a slight smile on his face, "You have convinced me that you're as formidable as you say Blob, and I've come to a decision…I would like you to join my **X-Men**! Even though your arrogance precedes you, and we shall have to work on that, I have no doubt that you'll be an excellent addition to the team."

The Blob waved him off, scoffing again at the Professor's proposal, "Thanks, but no thanks Prof! I don't need ta be in a team ta determine that I'm the strongest one here, and a weedy one at that. Also, I don't like being bossed around, particularly by a bald guy in a wheelchair." He then turned to face Marvel Girl, who was staring back at him behind her mask, expressing sheer disbelief at what she, and the rest of the team, was hearing, "Sorry _doll_, but this ain't my craze."

Glancing up at the Professor again, he brought his speech to a close, "It was fun while it lasted. Catch yous later," and he was off, stomping his way toward the steel door.

_X-Men, stop him at all costs. He mustn't be allowed to leave, he knows too much!_ Professor X alerted with his telepathy, not wanting Blob to get a hint of what he was informing his students to do.

"You heard the Professor," Cyclops started, pointing to the receding back of Blob, who was just about ready to walk out the door, "Blob doesn't go anywhere."

This was all that Iceman wanted to hear, his eagerness for action getting the better of him as he transformed his entire body into solid ice, and projecting a blast of sheer cold from his hands at the blubbery mutant, grabbing his undivided attention, "What? You wanna go another round, _Snowman_?"

This only fuelled Iceman even more, exerting more of his powers to encase the Blob's entire body in a block of ice, looking like one giant ice-cube. However, like before with his feet, Blob gathered up all his strength, and impelled it outward, breaking out of Iceman's _prison_, looking quite chagrined, "Is that how yous are gonna play, huh? Well fine, let's play it your way!"

The Blob then stampeded in the direction of Iceman and the other X-Men, surprising them with his impressive speed, regardless of his corpulent mass. The X-Men scattered in all directions, successfully avoiding the stampede which caused Blob to carry on and ended up embedded in the Danger Room's wall, thanks to his invulnerability. Though the attack didn't do much, it did enough to stun him. This was the X-Men's chance to strike, "X-Men! Attack formation no 2.1 now!" Cyclops ordered.

From above Angel nose-dived toward the dazed Blob while Beast came at him in a series of flips from the ground in an attempt to double-team the large mutant. Angel struck at his face with a right-hander with the force of the dive behind it, then Beast finished with a dropkick followed from a handspring. They knew from the carnival that anything below the neck was practically invulnerable to any attack, so they chose to attack above it. It paid off, if only for a few seconds.

"Yous are gonna pay for that, _X-Geeks_!" The Blob bellowed angrily, swinging with his left and right, trying to hit them, but to no avail. Angel soared back into the air, and Beast back-flipped away just in the nick of time.

While he was in this state, Marvel Girl took this as her chance to attack, gesturing her hands toward him, her telekinesis pinning him to the wall, but because he was so strong, it was already getting difficult for her to maintain this feat.

"Surrender Blob, or face the full extent of _my _powers," Cyclops warned, his forefinger just touching the button on his ruby-quartz visor, ready to unleash the destructive power behind them if Blob refused his proposal.

Even though it seemed like the odds were against him, the Blob wasn't about to give up so easily, "Go ahead, take your best shot, _four-eyes_!" He coerced, Marvel Girl's telekinetic power over him already failing, the strain of such a feat too much for her.

"Alright, you asked for it!" Holding down on the button, Cyclops unleashed a prolonged optic beam in an attempt to pin Blob in his place, but the large mutant seemed to be waving it off, as though it wasn't even fazing him! _How's it possible? This optic blast's powerful enough to level a tank, but he's just waving it away like it was nothing!_

"Is that you got? Figures," Blob muttered, forcing the optic beam away as though it was tangible, and charged forward again, the X-Men having no choice, but to dodge out of the way. Not wanting to risk trying to stop him this time. He persevered, charging straight through the door, creating a massive hole behind him, "See ya later, suckers!"

"He's escaping! We've gotta go after him!" Iceman alerted, on the verge of chasing after him when Professor X spoke to him telepathically, _No Iceman, leave him! He's already proven to be a formidable foe, _and _you are all going to have to recuperate before facing him again!_

Iceman looked up at the Professor, flabbergasted that he was letting Blob get away, and with their secrets, "What? We're letting him go? But what if he tells someone of our secrets? What if -," but he was cut off by the Professor, this time via the intercom, "I know, Bobby. It's my own mistake for having him brought here. I foolishly believed he would join us…If he talks, the secret I have sworn to dedicate my life to will be a secret no more."

"Can't you use your telepathy to wipe this scenario from his mind, Professor?" Jean asked with concern, standing beside Scott as they all gathered together.

"I could have Jean, but his uncontrollable rage made it difficult to pinpoint the exact scenario for me to erase it," Prof. Xavier answered, now clicking off, and heading down the elevator to join the others. "After a good rest, we shall try again, and this time we shall succeed…"

**

* * *

**

Back at Coney Island

Fred had managed to make it back to the carnival, and he could see that the others were already packing up their stalls, equipment and locking up the animals for the night. _That's good…now I can gather them all together, and take the fight ta the X-Men before they have another chance ta take me down! _The Blob planned, heading straight for his boss's trailer which was parked near to his.

As he barged through the front door, near enough taking it off its hinges, the barker, who was really Maynard Tiboldt AKA Ringmaster, leader of the Circus of Crime, was just discussing "business" with Princess Python and Bruto.

Ringmaster swung around in his chair, an angry look on his face as he blurted out, "**Blob**? How many times do I have to tell ya to watch your strength! And where've ya been anyway? I come to your trailer to get you ready for your next act, and you do a disappearing one instead!" When Blob didn't answer straight the way, he stood up from his chair, "Well? What do you have to say for yourself?"

"Calm down, boss! If you just shut ya yap for a sec, I'll tell ya." The Ringmaster's face was a picture of shock, being told to shut up did that to people, a smirk etched on his chubby face, "You're going ta love this, boss. I was visited by _THE X-MEN_, the real deal. They wanted me ta join them, use my powers ta better myself or some such crap, even taking me ta their home ta show 'em what I am capable of, but I refused their offer."

This intrigued the Ringmaster, turning to look at both Princess Python and Bruto, who seemed to understand what he was thinking, before he looked back at Blob, "The X-Men, you say? That is very interesting. They would make a fine addition to my Circus. With them on board, we'll be unstoppable."

The Blob was gob-smacked, "Are ya kiddin' me, boss? When I refused, they attacked me from outta the blue. I mean, I whooped them and managed to escape, but ta try ta humiliate the Blob like that, I demand serious payback!" He clenched his fists tightly.

Suddenly, he was hit by an intense mental beam, causing him to immediately fall down on one knee, both hands cradling his head, screaming out for it to stop. It was Ringmaster, assaulting him with his own natural ability; the ability to control minds via hypnotism.

"Enough! Remember your place here Blob! I'm the leader of this group, not you! If it wasn't for me taking you into this group and making who you are today, you would've ended up in prison or God knows where else!" The Ringmaster stop his mental assault after Blob submitted to him.

Leaving Blob to get himself back on his feet, Ringmaster turned to his most trusted cohorts who'd stood by him since the formation of the Circus of Crime.

"Now, with the information of the X-Men's whereabouts still fresh in Blob's mind, it would be rather stupid of me _not_ to take this opportunity. Zelda, Bruto. Gather up the best of our team, and meet back here. We'll pay them a _visit _as soon as everyone's ready." He then turned back to Blob, who'd regained his composure and was standing at his full height of 6'5", "And _you_, Blob, remember where you stand in this group."

The Blob, who hated it when Ringmaster spoke to him like he was _beneath_ him, just stood there, and nodded in agreement, "Yes, _Boss_," he answered, emphasizing the last word with obvious scorn before he was being told, along with Princess Python and Bruto, to leave his trailer, and to get everybody ready.

Returning to his trailer, Blob couldn't help, but think about the two things that were now currently wondering around in his mind: 1) Taking down the X-Men and 2) Showing the Ringmaster a peace of his mind when this was all over.

_No-one makes a fool out of the Blob! No-one!_

**

* * *

**

Xavier's Institute for Gifted Youngsters

It had been quite the afternoon for the young students. First, they'd planned to go to Coney Island to chill, seeing as the Professor had given them the rest of the day off from training. However, it didn't go according to plan as the Professor had detected a rather significant mutant by the name of Frederick J. Dukes, calling himself **The Blob**, and how accurate that name was. His powers of super-strength, invulnerability and immovability were tremendous, nothing like the X-Men had ever seen before. They'd asked him to come back with them, meet the Professor, and become involved in a series of tests to demonstrate a little of his powers. They were truly remarkable, but when the Professor offered him to join them, he refused, a first by all means.

Knowing their secrets Professor X ordered his X-Men to stop him from escaping, from revealing them to the outside world. It failed however, the Blob's abilities overpowering them. He obviously escaped, back to the circus that he'd called his home, and they've all been on edge since.

The X-Men were all in the library, catching up with their homework for tomorrow with the use of the computers. Bobby however, wasn't liking it one bit, "Guys, aren't we about done? Shouldn't we be going after Blob?"

Hank, who'd obviously finished his homework ages ago, was sat perched on one of the windowsills, reading something about Genetics and Mutation. A book handed down to him by the Professor himself. He was already near the end of it. He looked away from his book and replied in his usual sophisticated tone, "If you spent more time _**doing **_your work and less moaning about it Bobby, you would've been _**done**_ by now."

"Yeah, but it's alright for you Hank. You've got the brains to figure all this out within a couple of minutes. Couldn't you just help me out this once?" He begged, it bringing a smile to the intellectual X-Man's as he laughed, returning to his book, "And how will that help you learn if _I _do all the work? I'm sorry Bobby, but this you'll have to do on your own. The others aren't making a fuss."

Before Bobby could even retort to that, the mansion's security system was screaming red alert, "_**Warning! Warning! The grounds have been breached! Initiating standard defensive procedure!**_" It wailed, as the five heroes got to their feet, and headed straight to the window to see what could be setting off the alarms.

The gate that electronically opened to allow entry into the grounds had been ripped off, and running down the driveway, with others following shortly behind, was none other than the Blob! Probably back to finish what he'd deliberately started by refusing the Professor's offer, which ultimately ended in their little scrap.

_X-Men!_ Professor X's voiced boomed inside their head, _It appears that Blob has brought a few friends along in an attempt to take us down! Hurry, suit up and be prepared to face them! I shall hold them off until you return!_

With not a moment to lose, the X-Men hurried out of the library, and into their respected dormitories to suit up, Bobby feeling incredibly giddy now that they were about to head into some action instead of doing homework, which could be finished off…later.

In the control booth above the Danger Room, Professor Xavier utilized the computers there to access the mansion's security system. From there, he could see the intruders, and take care of them until the X-Men were on the scene.

Outside, the Blob and the rest of the Circus of Crime did their best to dodge and take out whatever was thrown at them. Blob and Bruto were both utilizing their invulnerability to withstand the stunning lasers while using their super-strength to rip them from out of the ground, from which they emerged.

The Great Gambonnos, Ernesto and Luigi, Italian twins who were both expert acrobats and aerialists, were using their gymnastic skills and agility to dodge the incoming fire while Princess Python and Ringmaster kept their distance, letting the others handle them.

The last member of the group, Livewire, used his electrified cable like a lariat and ensnared the systems one at a time whilst dodging them before frying them with an electric jolt. He was immune to the effects because he wore insulated gloves and clothing which protected him.

It was over in a matter of minutes. They'd completely demolished most of the ground's security systems, and what was left Professor X couldn't leave out just to be destroyed so he withdrew them. Just in the nick of time too as the X-Men made their appearance at the front doors, garbed in their X-uniforms.

"Remember people, we've only got to engage them until the Professor's modified Cerebro!" Cyclops informed the team, as they readied themselves for what was going to be an epic battle. "Only then can we have the upper hand here!"

"X-Men! I am known as Ringmaster! I've come here, with my cohorts, to make you an offer!" He bellowed, catching their attention, "Join us! We've all your powers and ours combined, nothing could stop us! We'd be living as millionaires! Or if you choose not to, well then I hate to be cliché, but you shall suffer the consequences!"

Cyclops stepped forward, his visor glinting red in the Sunlight, pointing right at the ring leader of the invasion, "Sorry Ringmaster, but we X-Men don't use our powers to make a profit or to get our own way! We use them for the good of mankind!"

The Ringmaster huffed, "I expected as much from you do-gooders! Which brings me to the obvious conclusion that we shall have to take you down until you beg us to join! Circus of Crime, attack!"

Just as they came charging forward, Cyclops pressed the stud on his battle visor, unleashing an optic blast straight at Bruto, the momentum sending him flying backward through the air, landing hard as his body skidded across the front lawn, creating a long, deep trench. He was out, at least for the moment. From there, the fight was imminent.

The Blob, using his super-strength, picked up what was left of one of the defence systems, and hurled it toward the X-Men, Marvel Girl thinking quickly, raised her hands out in front of her, and caught it telekinetically. She quickly tossed it to one side. Iceman retaliated with a ice blast to the face that took the Blob by surprise, as he was apparently susceptible to attacks directed at his head, which wasn't good.

"X-Men, spread out! We're easier targets if we stick together!" Cyclops ordered, watching as they did, indeed, spread out to give themselves more ground to fight in.

The Great Gambonnos both back-flipped and somersaulted in Beast's direction, both dropkicking him hard to the ground. Even though the attack hurt, it didn't throw off Beast. He instead counteracted his fall by reverting it into a back-flip, showing that he was just as good an acrobat as they were.

"Your moves are impressive, but even they cannot surpass our incredible talents!" Ernesto crowed, Luigi nodding in agreement.

This brought a smirk to Beast's face, "Oh? Well, then you two wouldn't mind, but I'd like to test your quite presumptuous theory," and before the twins could even respond, Beast flipped into the air, and performed a split kick that sent the Great Gambonnos in opposite directions. "This is going to be most fun!"

Meanwhile Angel was busy evading Livewire's attempt to ensnare him with his electrified cable, Cyclops and Iceman were trying their best to take care of Blob and Bruto, but both wielding super-strength and invulnerability, it wasn't an easy task.

"Looks like it's just us girls now, darlin'," Princess Python practically purred, lovingly stroking her pet python that was wrapped snugly upon her shoulders, "I promise you that this'll be quick."

Marvel Girl stood her ground, ready to defend herself, "Don't think me helpless, lady. I can take care of myself as better as the boys can!"

Princess Python grinned evilly, "We shall see!" She then commanded her pet to attack the female X-Man, but Marvel Girl was too quick in utilizing her telekinetic powers, halting it in mid-attack, it hissing at its obvious dilemma, "Is this the best you can do? Attacking with your pet snake?" She then threw it back at her opponent, which knocked her off her feet.

With whispered words, Princess Python commanded her pet to retreat as she would deal with the X-Man who dared to harm her precious. Standing back up she pointed at Marvel Girl, "I didn't want to have to do this, but you leave me no other choice!" She then stepped up to one of the statues that decorated around the front lawn, and lifted it over her head.

_Great, another one with super-strength!_

From above Angel swooped down and right-hooked Livewire, sending him hard onto his side, before soaring back into the sky. He did it again the second time, but this time with his left, but when he came to do it the third time, Livewire caught on, and whipped the cable straight at him. It swathed itself around Angel's waist, and was struck with an electrical jolt that stunned him onto his knees, weakened so that he couldn't immediately fly to safety.

"I give you my word, X-Man, this won't hurt…**much**," Livewire informed as he was about to strike him again, but, from literally out of nowhere, Ernesto collided into him from the side. Having been thrown by Beast, who approached the fallen X-Man's side, "Angel, are you okay my winged friend?"

"Fine…now, thank you for the…assist Beast," he replied, allowing Beast to help him to his feet, his body, particularly his waist, throbbing from the electric shock.

"No problem Angel, but I kindly insinuate that we cease conversing and returning to the skirmish. We're not out of the woods yet."

Just as he said that, he was attacked from behind by Luigi, who'd "cannonballed" right into his back, sending Beast flying forward, landing vigorously on his front. Angel flew into the air again immediately to avoid the next attack.

Elsewhere Cyclops and Iceman were, at the moment, keeping the Blob and Bruto at bay, dodging their right and left hooks with their super-strength behind them whilst blasting them with optic blasts and ice beams.

"Keep at it, X-Men! The Professor just needs a little more time!" Cyclops shouted, rolling to one side, and pressing the stud on his visor, shooting Blob right in the eyes, causing him to stumble back and rub at them.

"I'm gonna rip ya apart when I get my hands on ya, four-eyes!" Blob exclaimed, trying to grab the "one-eyed" X-Man in a bear hug, but was met with incredible resilience.

"Like that's going to happen, Blob!" Cyclops retorted, rolling away again when Blob was about to elbow-drop him, but instead made the concrete crack underneath his colossal weight.

Back with the ladies, Marvel Girl had successfully hindered Princess Python's attempt at squashing her with the statue, and took down an unsuspected Blob, by ripping it from her grasp with her telekinesis and sending it hurtling in his direction. As he was not aware of this, he wasn't able to make himself immovable in time, and thus, was sent hard onto his side, creating an even bigger crack in the concrete than before.

The Ringmaster was witnessing the epic battle from the sidelines, and after getting the feeling that his team was losing, he thought he was the right time to intervene, and change the outcome.

"_Listen to me, X-Men! Listen to my voice!_" The Ringmaster started, exploiting his hypnotic powers, unbeknownst to the X-Men that they were being augmented by the Nullatron that was installed into the swirling symbol on his hat. "_You will not fight us no more! _You _will instead, join us! Join us and become the mightiest team the world will ever know!_"

The sudden mental attack brought the X-Men to their knees, their hands upon their heads as though it might help to block out his voice, but to no obvious avail. Angel, who was flying in the air at the time, suddenly plummeted back to the ground, hitting it hard. They were obviously trying to fight off the mental attack, but its constant thumping felt like their minds were about to explode.

However, the attack seemed to be working somewhat differently on Marvel Girl. Sure, her mind felt like it was on fire, but it didn't bring her to her knees like it'd done to the others. _Something_ in the back of her mind was fending it off, but she couldn't explain what it was.

All of a sudden, without even realizing it, she released a powerful, telepathic attack that knocked all the Circus of Crime, including Ringmaster, unconscious, but miraculously left the X-Men unscathed. After such an abrupt assault Marvel Girl let out a sigh, before her eyelids fluttered and she too fell unconscious.

Once his head wasn't feeling so fuzzy, Cyclops sprinted over to Marvel Girl, shouting out her name, before skidding onto his knees beside her, and holding her up in his arms. Checking just to make sure, she still had a pulse, and she was breathing normally.

_Do not fret Scott. She's perfectly fine_, Professor X reassured him, appearing before them wearing Cerebro, which he'd just modified to go wireless during the X-Men's skirmish with the Circus of Crime, _Tired, but nevertheless fine. Take her to the infirmary, Scott. Have the others join you as well. I shall take care of our _intruders.

Scott need not voice his reply. He just nodded, and lifted Jean into her arms before he was running back into their home, calling for the others to follow.

Professor X, on the other hand, looked to the unconscious interlopers, and heaved a sigh, _That should not have happened. Not so soon, and not so _abrupt_, _he thought as he used his telepathy, with the aid of Cerebro, to wipe the minds of the Circus of Crime of this scenario and their knowledge of the X-Men.

**

* * *

**

The Infirmary, Sub-Level 1

Scott had laid Jean on one of the beds, and Hank was already checking up on her, just in case they'd missed something, but like the Professor had telepathically mentioned to Scott, she was perfectly fine.

"What happened back there?" Bobby asked, just as dumbfounded as the rest of them, Scott could only answer with an unknowing shrug.

"I know what happened Bobby," the Professor uttered as he entered the room, all four boys looking in his direction as he made his way to Jean's side, "You see, I had known Jean before I'd met all of you," he began, staring at Jean's sleeping body as he continued his elucidation, "When she was 11 years old, her good friend of hers was involved in a terrible car accident, and that's when her powers first manifested."

"I'm guessing that was her telekinesis, am I right?" Bobby asked again, but the Professor shook his head, "I'm afraid not, it was her telepathy. You see, she possesses both that and telekinesis. However, at such a young age and witnessing such a terrible tragedy, it was too much for her to handle. In such distress, it caused her to fall into a coma. Her parents came to me in need of help, and I tried my best, but all I could do was suppress her telepathy until she's old enough to be able to control it."

He then held onto her hand, like an affectionate father would, "That's why she's only been utilizing her telekinesis." There was a short silence before Professor X finished, "I plan to suppress her telepathy again until I know she can handle them."

Still holding Jean's hand, he began the suppressing procedure while the others stood in silence, trying to take in what the Professor had just told them about the new addition to Jean's powers.

It felt like an eternity, but when he'd finally finished, he turned to his X-Men and simply replied, "It is done. I suggest we leave her to rest, and for you all to get changed. It has been a long day."

The young men just nodded in silence, following their Professor out of the infirmary as Scott took one last glance at Jean, his heart sinking for what she'd been through, and he'd thought _he_ was the only one with a troubled childhood. Guess they were all analogous in that kind of way.

He left a moment later to catch up with the others, just hearing Bobby asking the Professor what he'd done to the Circus of Crime.

They saw him smirk and he answered with a smile, "I managed to wipe out any knowledge they knew of our whereabouts and the X-Men from their minds. I also took it upon myself to _sway _them into cleaning up the mess they'd made before they leave."

The young men couldn't help, but smile as they followed the Professor into the elevator, looking out of the nearest window when they got out of it a few seconds later. Laughing amongst themselves as they watched the Circus of Crime tidying up the front lawn for them.

**The End of Issue 3**

* * *

Enemies

**Circus of Crime**

**Frederick J. Dukes AKA The Blob** - Like most mutants, Fred's abilities manifested when he hit puberty. He gained superhuman strength (able to lift up to 30 tons), endurance, and great resistance to physical injury (his elastic, blubbery mass grants him great resilience). As well as those abilities, Fred also has the ability to alter his personal mono-directional gravity field beneath himself to make himself virtually immovable as long as he was in contact with the ground. Despite all the resilience, he's highly susceptible to attacks directed at his face, as it doesn't have the same protection as the rest of his body.

**Maynard Tiboldt AKA Ringmaster** - Maynard has low-level hypnotic powers which's strong enough to dominate a single victim's mind. His powers are greatly enhanced, thanks to his late father's invention called the Nullatron, to the point that he can control many people at one time.

**Bruto the Strongman** - Bruto has superhuman strength (able to lift up to 25 tons), and has an incredible resistance to physical injury.

**Zelda AKA Princess Python** - As well as an ordinary snake handler and charmer, Zelda also wields superhuman strength (able to lift 10 tons), and invulnerability (enough to withstand blunt force trauma and bullets).

**Ernesto and Luigi Gambonnos AKA The Great Gambonnos** - Although they have no superpowers, like their cohorts, they are, however, expert acrobats and aerialists to rival Beast and even Spiderman.

**Rance Preston AKA Livewire** - Like the Great Gambonnos, Livewire too hasn't any powers, but wields an electrified cable which utilizes to ensnare his opponents and shock them. He wears insulated gloves and clothing to counter its effects.


End file.
